REGISTRATION STATEMENT NO. 333-_____
                                   Filed October 23, 1998



                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549



                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933



                            RIVERVIEW BANCORP, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)




             Washington                                    91-1838969
     -------------------------------                    -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)


                           700 N.E. Fourth Avenue
                          Camas, Washington 98607
                              (360) 834-2231
                  ----------------------------------------   
                  (Address of principal executive offices)


                    1993 Stock Option and Incentive Plan
                           1998 Stock Option Plan
                Management Recognition and Development Plan
                -------------------------------------------
                          (Full title of the Plan)



                                               Copies to:
     Patrick Sheaffer                          Eric S. Kracov, Esquire
     President and Chief Executive Officer     Breyer & Aguggia LLP
     Riverview Bancorp, Inc.                   1300 I Street, N.W.
     700 N.E. Fourth Avenue                    Suite 470 East
     Camas, Washington 98607                   Washington, D.C.  20005
     (360) 834-2231                            (202) 737-7900
     -------------------------------------
     Name, address and telephone
     number of agent for service


                             Page 1 of 7 Pages
                      Exhibit Index Appears on Page 4

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                      Calculation of Registration Fee
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Title of 
Securities         Amount   Proposed Maximum   Proposed Maximum    Amount of
to be              to be     Offering Price       Aggregate      Registration
Registered       Registered   Per Share(1)     Offering Price(1)     Fee
------------------------------------------------------------------------------
Common Stock,
$.01 par value    677,911      $12.50(2)         $8,348,888         $2,321
------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the amount of the
registration fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), the price per share is estimated to be
$12.50, based upon the average of the high and low trading prices of the
common stock, $.01 par value per share (the "Common Stock"), of Riverview
Bancorp, Inc. (the "Registrant"), as reported on the Nasdaq National Market on
October 20, 1998.

(2) Of this number, 168,006 are being registered for issuance under the 1993
Stock Option and Incentive Plan assumed by the Registrant in connection with
its acquisition of Riverview Savings Bank, FSB, 357,075 shares are being
registered for issuance under the 1998 Stock Option Plan and 142,830 shares
are being registered for issuance under the Management Recognition and
Development Plan (the foregoing plans are referred to collectively herein as
the "Plans"); together with an indeterminate number of shares reserved for
issuance pursuant to the Plans as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock.

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

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.

                                       -2-
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<PAGE>
                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
------

     The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the year ended March
31, 1998;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and

     (3)  the description of the Common Stock set forth in the Registrant's
Registration Statement on Form 8-A registering the Registrant's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed August
6, 1998.

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

     Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities
------

     Not Applicable

Item 5.   Interests of Named Experts and Counsel
------

     Not Applicable

Item 6.   Indemnification of Directors and Officers
------

     Article XIV of the Registrant's Certificate of Incorporation requires
indemnification of directors, officers and employees to the fullest extent
permitted by Washington law.

     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").

     Section 23B.08.320 of the Washington Business Corporation Act authorizes
a corporation to limit a director's liability to the corporation of its
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or
illegal corporate loans or

                                       -3-
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distributions, or any transactions from which the director personally receives
a benefit in money, property or services to which the director is not
entitled.

Item 7.   Exemption From Registration Claimed
------

     Not Applicable

Item 8.   Exhibits
------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

      No.                   Exhibit
      ---                   -------

      5             Opinion of Breyer & Aguggia LLP

     23.1           Consent of Deloitte & Touche LLP

     23.2           Consent of Breyer & Aguggia (see Exhibit 5)

     24             Power of attorney (see signature pages)

     99.1           1993 Stock Option and Incentive Plan

     99.2           1998 Stock Option Plan

     99.3           Management Recognition and Development Plan

Item 9.   Undertakings
------

     The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or 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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     2.   That, for the purposes 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 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.

                                       -4-
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<PAGE>
     4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.

                                       -5-
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<PAGE>
      
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Riverview
Bancorp, Inc. 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 Camas, and the State of Washington the 23rd
day of October 1998.

                                  RIVERVIEW BANCORP, INC.


                                  By: /s/ Patrick Sheaffer
                                      -------------------------------------
                                      Patrick Sheaffer
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Patrick Sheaffer  his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.


By: /s/ Patrick Sheaffer                         Date: October 23, 1998
    ------------------------------------
    Patrick Sheaffer
    President, Chief Executive Officer and Director
    (Principal Executive Officer)

By: /s/ Ron Wysaske                              Date: October 23, 1998
    ------------------------------------
    Ron Wysaske
    Executive Vice President and Chief Financial
    Officer (Principal Financial and  Accounting Officer)
   
By: /s/ Robert K. Leick                          Date: October 23, 1998
    ------------------------------------
    Robert K. Leick
    Director

By: /s/ Dale E. Scarbrough                       Date: October 23, 1998
    ------------------------------------
    Dale E. Scarbrough
    Director

<PAGE>
<PAGE>
By: /s/ Gary R. Douglass                         Date: October 23, 1998
    ------------------------------------
    Gary R. Douglass
    Director

By: /s/ Paul L. Runyan                           Date: October 23, 1998
    ------------------------------------
    Paul L. Runyan
    Director

By: /s/ Roger Malfait                            Date: October 23, 1998
    ------------------------------------
    Roger Malfait
    Director

<PAGE>
<PAGE>
                                 Exhibit 5

                      Opinion of Breyer & Aguggia LLP

<PAGE>
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                                                      1300 I Street, N.W.
                                                         Suite 470 East 
                                                     Washington, D.C.  20005
                                                     Telephone (202) 737-7900
Breyer & Aguggia LLP                                 Facsimile (202) 737-7979
------------------------------------------------------------------------------
ATTORNEYS AT LAW



                              October 23, 1998


Board of Directors
Riverview Bancorp, Inc.
700 N.E. Fourth Avenue
Camas, Washington 98607

Gentlemen:

     We have acted as special counsel to Riverview Bancorp, Inc., a Washington
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of
the Company's 1993 Stock Option and Incentive Plan, the 1998 Stock Option Plan
and the Management Recognition and Development Plan (the "Plans"), all as more
fully described in the Registration Statement.  You have requested the opinion
of this firm with respect to certain legal aspects of the proposed offering.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plans will be duly and validly issued, fully paid, and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                             Sincerely,

                             /s/ Breyer & Aguggia LLP

                             BREYER & AGUGGIA LLP

<PAGE>
<PAGE>
                                Exhibit 23.1

                      Consent of Deloitte & Touche LLP

<PAGE>
<PAGE>

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Riverview Bancorp, Inc., on Form S-8, of our report dated May 15, 1998,
appearing in the Annual Report on Form 10-K of Riverview Bancorp, Inc. for the
year ended March 31, 1998.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Portland, Oregon
October 23, 1998

<PAGE>
<PAGE>
                                Exhibit 23.2

              Consent of Breyer & Aguggia LLP (see Exhibit 5)

<PAGE>
<PAGE>
                                 Exhibit 24

                   Power of Attorney (see signature page)

<PAGE>
<PAGE>
                                Exhibit 99.1

                    1993 Stock Option and Incentive Plan

<PAGE>
<PAGE>
                        RIVERVIEW SAVINGS BANK, FSB
                             CAMAS, WASHINGTON

                    1993 STOCK OPTION AND INCENTIVE PLAN

    1.   Title and Purpose of the Plan.  The Plan shall be known as the 1993
Stock Option and Incentive Plan (the "Plan").  The purpose of the Plan is to
attract and retain the best available personnel as officers, directors and
employees and to provide additional incentive to the officers, directors, and
employees of Riverview Savings Bank, FSB (the "Savings Bank") or any present
or future parent or subsidiary of the Savings Bank to promote the success of
the business.  The Plan is intended to provide for the grant of "Incentive
Stock Options", within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and Non-Incentive Stock Options.  Each and
every one of the provisions of the Plan relating to Incentive Stock Options
shall be interpreted to conform to the requirements of Section 422 of the
Code. 

    2.   Definitions.  As used herein, the following definitions shall apply. 

         (a)  "Award" means the grant by the Committee of an Incentive Stock
              Option, a Non-Incentive Stock Option, or any combination
              thereof, as provided in the Plan. 

         (b)  "Board" shall mean the Board of Directors of the Savings Bank. 

         (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended. 

         (d)  "Common Stock" shall mean common stock, $1.00 par value per   
              share, of the Savings Bank. 

         (e)  "Committee" shall mean the Stock Option Committee appointed by
              the Board in accordance with paragraph 4(a) of the Plan.

         (f)  "Continuous Employment" or "Continuous Status as an Employee"
              shall mean the absence of any interruption or termination of
              employment by the Savings Bank or any present or future Parent
              or Subsidiary of the Savings Bank.  Employment shall not be
              considered interrupted in the case of sick leave, military leave
              or any other leave of absence approved by the Savings Bank or in
              the case of transfers between payroll locations of the Savings
              Bank or between the Savings Bank, its Parent, its Subsidiaries
              or a successor.

         (g)  "Effective Date" shall mean the date specified in Section 14
              hereof. 

         (h)  "Employee" shall mean any person employed by the Savings Bank or
              any present or future Parent or Subsidiary of the Savings Bank.

         (i)  "Incentive Stock Option" or "ISO" means an option to purchase
              Shares granted by the Committee pursuant to Section 7 hereof
              which is subject to the limitations and restrictions of Section
              7 hereof and is intended to qualify under Section 422 of the
              Code.

         (j)  "Mutual Holding Company" shall mean Riverview, M.H.C., the
              parent corporation of the Savings Bank formed under proposed
              Part 575 of the Regulations of the Office of Thrift Supervision.

         (k)  "Non-Incentive Stock Option" or "Non-ISO" means an option to
              purchase Shares granted by the Committee pursuant to Section 8,
              which option is not intended to qualify under Section 422 of the
              Code.

<PAGE>
<PAGE>
         (l)  "Option" shall mean an Incentive or Non-Incentive Stock Option
              granted pursuant to this Plan.

         (m)  "Optioned Stock" shall mean stock subject to an Option granted
              pursuant to the Plan.

         (n)  "Optionee" shall mean any person who receives an Option.

         (o)  "Parent" shall mean any present or future corporation which
              would  be a "parent corporation" as defined in Subsections
              424(e) and (g) of the Code.

         (p)  "Participant" means any director, officer or key employee of the
              Savings Bank or any Parent or Subsidiary of the Savings Bank or
              any other person providing a service to the Savings Bank who is
              selected by the Committee to receive an Award.

         (q)  "Plan" shall mean the Riverview Savings Bank, FSB 1993 Stock
              Option and Incentive Plan.

         (r)  "Savings Bank" shall mean Riverview Savings Bank, FSB as a
              capital stock savings bank subsidiary of the Mutual Holding
              Company.

         (s)  "Share" shall mean one share of the Common Stock. 

         (t)  "Subsidiary" shall mean any present or future corporation which
              would be a "subsidiary corporation" as defined in Subsections
              424(f) and (g) of the Code.

    3.   Shares Subject to the Plan.  Except as otherwise required by the
provisions of Section 12 hereof, the aggregate number of Shares with respect
to which Awards may be made pursuant to the Plan shall not exceed 69,000
shares.  Such Shares may either be authorized but unissued or treasury shares.

         An Award shall not be considered to have been made under the Plan
with respect to any Option which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which such
termination has occurred.

    4.   Administration of the Plan. 
         --------------------------

         (a)  Composition of the Committee.  The Plan shall be administered by
the Committee consisting of at least two directors of the Savings Bank
appointed by the Board.  Officers, directors, key employees and other persons
who are designated by the Committee shall be eligible to receive Awards under
the Plan, and all directors designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended.

         (b)  Powers of the Committee.  The Committee is authorized (but only
to the extent not contrary to the expressed provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan to prescribe, amend
and rescind rules and regulations relating to the Plan, to determine the form
and content of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the Plan, and
shall have and may exercise such other power and authority as may be delegated
to it by the Board from time to time.  A majority of the entire Committee
shall constitute a quorum and the action of a majority of the members present
at any meeting at which a quorum is present shall be deemed the action of the
Committee.  In no event may the Committee revoke outstanding Awards without
the consent of the Participant.

                                       -2-
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              The Chairman of the Savings Bank and such other officers as
shall be designated by the Committee are hereby authorized to execute
instruments evidencing Awards on behalf of the Savings Bank and to cause them
to be delivered to the Participants.

         (c)  Effect of Committee's Decision.  All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.

    5.   Eligibility.
         -----------

         (a)  Awards may be granted to officers, directors, key employees and
other persons. The Committee shall from time to time determine the officers,
directors, key employees and other persons who shall be granted Options or
Awards under the Plan, the number to be granted to each such officers,
directors, key employees and other persons under the Plan, and whether Options
granted to each such Participant under the Plan shall be Incentive and/or Non-
Incentive Stock Options.  In selecting Participants and in determining the
number of shares of Common Stock to be granted to each such Participant
pursuant to each Award granted under the Plan, the Committee may consider the
nature of the services rendered by each such Participant, each such
Participant's current and potential contribution to the Savings Bank, and such
other factors as the Committee may, in its sole discretion, deem relevant. 
Officers, directors, key employees or other persons who have been granted an
Award may, if otherwise eligible, be granted additional Options or Awards.

         (b)  The aggregate fair market value (determined as of the date the
Option is granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by each Employee during the calendar year
in which they are first exercisable (under all Incentive Stock Option plans,
as defined in Section 422 of the Code, of the Savings Bank or any present or
future Parent or Subsidiary of the Savings Bank) shall not exceed $100,000. 
Notwithstanding the prior provisions of this Section 5, the Committee may
grant Options in excess of the foregoing limitations, provided said Options
shall be clearly and specifically designated as not being Incentive Stock
Options, as defined in Section 422 of the Code.

    6.   Term of Plan.  The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to
Section 17.  No Option shall be granted under the Plan after ten (10) years
from the Effective Date.

    7.   Terms and Conditions of Incentive Stock Options.  Incentive Stock
Options may be granted only to Participants who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument
in such form as the Committee shall from time to time approve.  Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:

         (a)  Option Plan.

              (i)  The price per share at which each Incentive Stock Option
    granted under the Plan may be exercised shall not, as to any particular
    Incentive Stock Option, be less than the fair market value of the Common
    Stock at the time such Incentive Stock Option is granted.  For such
    purposes, if the Common Stock is traded otherwise than on a national
    securities exchange at the time of the granting of an Option, then the
    price per share of the Optioned Stock shall be not less than the mean
    between the bid and asked price on the date the Incentive Stock Option is
    granted or, if there be no bid and asked price on said date, then on the
    next prior business day on which there was a bid and asked price.  If no
    such bid and asked price is available, then the price per share shall be
    determined by the Committee.  If the Common Stock is listed on a national
    securities exchange at the time of the granting of an Incentive Stock
    Option, then the price per share shall be not less than the average of the
    highest and lowest selling price on such exchange on the date such
    Incentive Stock Option is granted or, if there were no sales on said date,
    then the price shall be not less than the mean between the bid and asked
    price on such date.

                                       -3-
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              (ii) In the case of an Employee who owns Common Stock
    representing more than ten percent (10%) of the outstanding Common Stock
    at the time the Incentive Stock Option is granted, the Incentive Stock
    Option price shall not be less than one hundred and ten percent (110%) of
    the fair market value of the Common Stock at the time the Incentive Stock
    Option is granted. 

         (b)  Payment. 

         Full payment for each share of Common Stock purchased upon the
exercise of any Incentive Stock Option granted under the Plan shall be made at
the time of exercise of each such Incentive Stock Option and shall be paid in
cash (in United States Dollars), Common Stock or a combination of cash and
Common Stock.  Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of
exercise.  The Savings Bank shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law.  No shares of Common
Stock shall be issued until full payment therefor has been received by the
Savings Bank, and no Optionee shall have any of the rights of a shareholder of
the Savings Bank until shares of Common Stock are issued to him.

         (c)  Term of Incentive Stock Option. 

         The term of each Incentive Stock Option granted pursuant to the Plan
shall be not more than ten (10) years from the date each such Incentive Stock
Option is granted, provided that in the case of an Employee who owns stock
representing more than 10% of the Common Stock outstanding at the time the
Incentive Stock Option is granted, the term of the Incentive Stock Option
shall not exceed five (5) years.

         (d)  Exercise Generally.

         Except as otherwise provided in Section 9 hereof, no Incentive Stock
Option may be exercised unless the optionee shall have been in the employ of
the Savings Bank at all times during the period beginning with the date of
grant of any such Incentive Stock Option and ending on the date three (3)
months prior to the date of exercise of any such Incentive Stock Option.  The
Committee may impose additional conditions upon the right of an Optionee to
exercise any Incentive Stock Option granted hereunder which are not
inconsistent with the terms  of the Plan or the requirements for qualification
as an Incentive Stock Option under Section 422 of the Code.

         (e)  Transferability.

         Any Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or
by the laws of descent and distribution.

    8.  Terms and Conditions of Non-Incentive Stock Options.  Each Non-
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. 
Each and every Non-Incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:

         (a)  Options Granted to Directors In the Formation of the Mutual
              Holding Company

         Each member of the Board of Directors of the Savings Bank who is not
an Employee at the Effective Date shall receive on the Effective Date Options
for 2,760 shares. Such options shall be designated as non-incentive stock
options, shall be exercisable at any time following stockholder approval of
the Plan as provided in Section 15 hereof, and shall have a term of ten years
following the Effective Date.

                                       -4-
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         (b)  Option Price.

         The exercise price per share of Common Stock for each Non-Incentive
Stock Option granted pursuant to the Plan, shall be the fair market value of
the Common Stock on the date of grant determined in the same manner as
provided in Section 7(a)(i) of the Plan.

         (c)  Payment.

         Full payment for each share of Common Stock purchased upon the
exercise of any Non-Incentive Stock Option granted under the Plan shall be
made at the time of exercise of each such Non-Incentive Stock Option and shall
be paid in cash (in United States Dollars), Common Stock or a combination of
cash and Common Stock.  Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the date of
exercise.  The Savings Bank shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law.  No shares of Common
Stock shall be issued until full payment therefor has been received by the
Savings Bank and no Optionee shall have any of the rights of a shareholder of
the Savings Bank until the shares of Common Stock are issued to him.

         (d)  Term.

         The term of each Non-Incentive Stock Option granted pursuant to the
Plan shall be not more than ten (10) years from the date each such Non-
Incentive Stock Option is granted, provided that, in the case of an Employee
who owns stock representing more than 10% of the Common Stock at the time the
Incentive Stock Option is granted, the term of the Non-Incentive Stock Option
shall not exceed five (5) years.

         (e)  Exercise Generally. 

         The Committee may impose additional conditions upon the right of any
Participant to exercise any Non-Incentive Stock Option granted hereunder which
are not inconsistent with the terms of the Plan.

         (f)  Transferability. 

         Any Non-Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or
by the laws of descent and distribution.

    9.   Effect of Termination of Employment, Disability or Death on Incentive
         ---------------------------------------------------------------------
         Stock Options.
         -------------

         (a)  Termination of Employment. 

         In the event that any Optionee's employment by the Savings Bank shall
terminate for any reason, other than Permanent and Total Disability (as such
term is defined in Section 22(e)(3) of the Code) or death, all of any such
Optionee's Incentive Stock Options, and all of any such Optionee's rights to
purchase or receive shares of Common Stock pursuant thereto, shall
automatically terminate on the earlier of (i) the respective expiration dates
of any such Incentive Stock Options or (ii) the expiration of not more than
three (3) months after the date of such termination of employment, but only
if, and to the extent that, the Optionee was entitled to exercise any such
Incentive Stock Options at the date of such termination of employment.  In the
event that a subsidiary ceases to be a subsidiary of the Savings Bank, the
employment of all of its employees who are not immediately thereafter
employees of the Savings Bank shall be deemed to terminate upon the date such
subsidiary so ceases to be a subsidiary of the Savings Bank.

                                       -5-
<PAGE>
<PAGE>
         (b)  Disability. 

         In the event that any Optionee's employment by the Savings Bank shall
terminate as the result of the Permanent and Total Disability of such
Optionee, such Optionee may exercise any Incentive Stock Options granted to
him pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the
date which is one (1) year after the date of such termination of employment,
but only if, and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of employment.

         (c)  Death.

         In the event of the death of any Optionee, any Incentive Stock
Options granted to any such Optionee may be exercised by the person or persons
to whom the Optionee's rights under any such Incentive Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's
estate during the period of administration) at any time prior to the earlier
of (i) the respective expiration dates of any such Incentive Stock Options or
(ii) the date which is one (1) year after the date of death of such Optionee
but only if, and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of death.  For purposes of this
Section 9(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at
the date of death is the passage of a specified period of time.

         (d)  Incentive Stock Options Deemed Exercisable.

         For purposes of Sections 9(a), 9(b) and 9(c) above, any Incentive
Stock Option held by any Optionee shall be considered exercisable at the date
of the termination of his employment if any such Incentive Stock Option would
have been exercisable at such date of termination of employment.

         (e)  Termination of Incentive Stock Options.

         To the extent that any Incentive Stock Option granted under the Plan
to any Optionee whose employment by the Savings Bank terminates shall not have
been exercised within the applicable period set forth in this Section 9, any
such Incentive Stock Option, and all rights to purchase or receive shares of
Common Stock pursuant thereto, as the case may be, shall terminate on the last
day of the applicable period.

    10.  Effect of Termination of Employment, Disability or Death on Non-
Incentive Stock Options.  The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as
the Committee shall, in its sole discretion, determine at the time of
termination.

    11.  Right of Repurchase and Restrictions on Disposition.  The Committee,
in its sole discretion, may include, as a term of any Incentive Stock Option
or Non-Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options.  The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. 
The Repurchase Right shall provide for, among other things, a specified
duration of the Repurchase Right, a specified price per Share to be paid upon
the exercise of the Repurchase Right and a restriction on the disposition of
the Shares by the Optionee during the period of the Repurchase Right.  The
Repurchase Right may permit the Savings Bank to transfer or assign such right
to another party.  The Savings Bank may exercise the Repurchase Right only to
the extent permitted by applicable law.

                                       -6-
<PAGE>
<PAGE>
    12.  Recapitalization, Merger, Consolidation, Change in Control and
         --------------------------------------------------------------
         Similar Transactions.
         --------------------

         (a)  Adjustment.

         Subject to any required action by the shareholders of the Savings
Bank, the aggregate number of shares of Common Stock for which stock options
may be granted hereunder, the number of shares of Common Stock covered by each
outstanding stock option, and the exercise price per share of Common Stock of
each such stock option, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend (but only on the Common Stock), the full mutual to stock
conversion of the Savings Bank or any other increase or decrease in the number
of such shares of Common Stock effected without the receipt of consideration
by the Savings Bank.

         (b)  Change in Control.

         All outstanding Options shall become immediately exercisable in the
event of a change in control of the Savings Bank involving any entity other
than the Mutual Holding Company as acquiror, as determined by the Committee. 
In the event of such a change in control, the Optionee shall, at the
discretion of the Committee, be entitled to receive cash in an amount equal to
the fair market value  of the Common Stock subject to any Incentive or Non-
Incentive Stock Option over the Option Price of such shares, in exchange for
the surrender of such Options by the Optionee on that date in the event of a
change in control or imminent change in control of the Savings Bank.  For
purposes of this Section, "Change in Control" shall mean:  (i) the sale of
all, or a material portion, of the assets of the Savings Bank; (ii) the merger
or recapitalization of the Savings Bank or any merger or recapitalization
whereby the Savings Bank is not the surviving entity; (iii) a change of
control of the Savings Bank, as otherwise defined or determined by the Office
of Thrift Supervision or regulations promulgated by it or, if applicable, by
any other applicable bank regulatory agency; or (iv) the acquisition, directly
or indirectly, of the beneficial ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended
and the rules promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Savings Bank by any person, trust,
entity or group other than a mutual holding company.  The term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein.  The decision of the
Committee as to whether a change in control has occurred shall be conclusive
and binding.

         (c)  Extraordinary Corporate Action.

         Subject to any required action by the shareholders of the Savings
Bank, in the event of any Change in Control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization,  tender offer,
liquidation or other extraordinary corporate action or event, the Committee,
in its sole discretion, shall have the power, prior or subsequent to such
action or event to:

              (i)   appropriately adjust the number of shares of Common Stock
    subject to each stock option, the exercise price per share of Common
    Stock, and the consideration to be given or received by the Savings Bank
    upon the exercise of any outstanding Option;

              (ii)  cancel any or all previously granted Options, provided
    that appropriate consideration is paid to the Optionee in connection
    therewith; and/or

              (iii) make such other adjustments in connection with the Plan as
    the Committee, in its sole discretion, deems necessary, desirable,
    appropriate or advisable; provided, however, that no action shall be taken
    by the Committee which would cause Incentive Stock Options granted
    pursuant to the Plan to fail to meet the requirements of Section 422 of
    the Code.

                                       -7-
<PAGE>
<PAGE>
              Except as expressly provided in Section l2(a) and l2(b) hereof,
    no Optionee shall have any rights by reason of the occurrence of any of
    the events described in this Section 12.

         (d)  Acceleration. 

         The Committee shall at all times have the power to accelerate the
exercise date of Options previously granted under the Plan.

    13.  Time of Granting Options.  The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option.  Notice of the determination shall be
given to each Employee to whom an Option is so granted within a reasonable
time after the date of such grant.

    14.  Effective Date.  The Plan shall become effective upon completion of
the formation of the Mutual Holding Company.  Options may be granted prior to
ratification of the Plan by the stockholders if the exercise of such Options
is subject to such stockholder ratification.

    15.  Approval of Stockholders.  The Plan shall be approved by stockholders
of the Savings Bank within twelve (12) months before or after the date it
becomes effective.

    16.  Modification of Options.  At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option
any right or benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 17 hereof.

    17.  Amendment and Termination of the Plan. 
         -------------------------------------

         (a)  Action of the Board. 

         The Board may alter, suspend or discontinue the Plan, except that no
action of the Board may increase (other than as provided in Section 12) the
maximum number of shares permitted to be optioned under the Plan, materially
increase the benefits accruing to Participants under the Plan or materially
modify the requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or ratification by the
shareholders of the Savings Bank.

         (b)  Change in Applicable Law. 

         Notwithstanding any other provision contained in the Plan, in the
event of a change in any Federal or state law, rule or regulation which would
make the exercise of all or part of any previously granted Incentive and/or
Non-Incentive Stock Option unlawful or subject the Savings Bank to any
penalty, the Committee may restrict any such exercise without the consent of
the Optionee or other holder thereof in order to comply with any such law,
rule or regulation or to avoid any such penalty.

    18.  Conditions Upon Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery
of such Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may then be
listed.

                                       -8-
<PAGE>
<PAGE>
         The inability of the Savings Bank to obtain from any regulatory body
or authority deemed by the Savings Bank's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve the Savings
Bank of any liability with respect to the nonissuance of such Shares.

         As a condition to the exercise of an Option, the Savings Bank may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.

    19.  Reservation of Shares.  During the term of the Plan, the Savings Bank
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.

    20.  Unsecured Obligation.  No Participant under the Plan shall have any
interest in any fund or special asset of the Savings Bank by reason of the
Plan or the grant of any Incentive or Non-Incentive Stock Option to him under
the Plan.  No trust fund shall be created in connection with the Plan or any
grant of any Incentive or Non-Incentive Stock Option hereunder and there shall
be no required funding of amounts which may become payable to any Participant.

    21.  Withholding Tax.  Where a Participant or other person is entitled to
receive Shares pursuant to the exercise of an Option pursuant to the Plan, the
Savings Bank shall have the right to require the Participant or such other
person to pay the Savings Bank the amount of any taxes which the Savings Bank
is required to withhold with respect to such Shares, or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.

    22.  Governing Law.  The Plan shall be governed by and construed in
accordance with the laws of the State of Washington, except to the extent that
Federal law shall be deemed to apply.

                                       -9-
<PAGE>
<PAGE>
                                Exhibit 99.2

                           1998 Stock Option Plan

<PAGE>
<PAGE>
                          RIVERVIEW BANCORP, INC.
                          1998 STOCK OPTION PLAN

    SECTION 1.     PURPOSE

    The Riverview Bancorp, Inc. 1998 Stock Option Plan (the "Plan") is hereby
established to foster and promote the long-term success of Riverview Bancorp,
Inc. and its shareholders by providing directors, officers and employees of
the Corporation and its subsidiaries with an equity interest in the
Corporation. The Plan will assist the Corporation in attracting and retaining
the highest quality of experienced persons as directors, officers and
employees and in aligning the interests of such persons more closely with the
interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation.

    SECTION 2.     DEFINITIONS

    For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

    BOARD means the Board of Directors of the Corporation.

    CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets, or a plan of partial or complete liquidation. 
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom, for
purposes of the Plan.

    CODE means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

    CORPORATION means Riverview Bancorp, Inc., a Washington corporation.

    DIRECTOR shall mean a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.

    DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability.  The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.

    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

    FAIR MARKET VALUE shall be determined as follows:

    (a)  If the Stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.

<PAGE>
<PAGE>
    (b)  If the Stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.

    INCENTIVE STOCK OPTION means an option to purchase shares of Stock granted
to a Participant under the Plan which is intended to meet the requirements of
Section 422 of the Code.

    NON-QUALIFIED STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.

    OPTION means an Incentive Stock Option or a Non-Qualified Stock Option.

    PARTICIPANT means a Director or employee of the Corporation or its
subsidiaries selected by the Board to receive an Option under the Plan.

    PLAN means this Riverview Bancorp, Inc. 1998 Stock Option Plan.

    STOCK means the common stock, $0.01 par value, of the Corporation.

    TERMINATION FOR CAUSE shall mean termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Corporation and/or any subsidiary of the
Corporation and a Participant.

    SECTION 3.     ADMINISTRATION

    (a)  The Plan shall be administered by the Board. Among other things, the
Board shall have authority, subject to the terms of the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, to determine whether such Options are to be Incentive
Stock Options or Non-Qualified Stock Options (subject to the requirements of
the Code), to determine the terms and conditions of any Option granted
hereunder, and the exercise price thereof.

    (b)  Subject to the other provisions of the Plan, the Board shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and
any Option and to decide all disputes arising in connection with the Plan. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole
and absolute discretion. The Board's decision and interpretations shall be
final and binding. Any action of the Board with respect to the administration
of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

    SECTION 4.     ELIGIBILITY AND PARTICIPATION.

    Officers and employees of the Corporation and its subsidiaries and
Directors shall be eligible to participate in the Plan. The Participants under
the Plan shall be selected from time to time by the Board, in its sole
discretion, from among those eligible, and the Board shall determine, in its
sole discretion, the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.

                                       2
<PAGE>
<PAGE>
    SECTION 5.     SHARES OF STOCK AVAILABLE FOR OPTIONS

    (a)  The maximum number of shares of Stock which may be issued and
purchased pursuant to Options granted under the Plan is 357,075, subject to
the adjustments as provided in Section 5 and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, the shares of Stock subject to such
Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grants under Plan. Shares of Stock
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

    (b)  In the event that the Board determines, in its sole discretion, that
any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reclassification, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, or other similar
transaction affects the Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall have the right to
proportionately and appropriately adjust equitably any or all of (i) the
maximum number and kind of shares of Stock in respect of which Options may be
granted under the Plan to Participants, (ii) the number and kind of shares of
Stock subject to outstanding Options held by Participants, and (iii) the
exercise price with respect to any Options held by Participants, without
changing the aggregate purchase price as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this
Section if such adjustment would cause the Plan to fail to comply with Section
422 of the Code with regard to any Incentive Stock Options granted hereunder.
No fractional Shares shall be issued on account of any such adjustment.

    (c)  Any adjustments under this Section will be made by the Board, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.

    SECTION 6.     NON-QUALIFIED STOCK OPTIONS

    The Board may, from time to time, grant Non-Qualified Stock Options to
Participants upon such terms and conditions as the Board may determine. Non-
Qualified Stock Options granted under this Plan are subject to the following
terms and conditions:

    (a)  Price. The purchase price per share of Stock deliverable upon the
exercise of each Non-Qualified Stock Option shall be determined by the Board
on the date the option is granted. Such purchase price shall not be less than
one hundred percent (100%) of the Fair Market Value of the Stock on the date
of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Stock at the Fair Market Value of such shares
on the date of surrender or through a "cashless exercise" involving a stock
brokerage firm.

    (b)  Terms of Options. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more
than ten (10) years from the date of grant. Except as provided herein, no Non-
Qualified Stock Option granted under this Plan is transferable except by will
or the laws of descent and distribution.  The Board shall have discretionary
authority to permit the transfer of any Non-Qualified Stock Option to members
of a Participant's immediate family, including trusts for the benefit of such
family members and partnerships in which such family members are the only
partners; provided, however, that a transferred Non-Qualified Stock Option may
be exercised by the transferee on any date only to the extent that the
Participant would have been entitled to exercise the Non-Qualified Stock
Option on such date had the Non-Qualified Stock Option not been transferred. 
Any transferred Non-Qualified Stock Option shall remain subject to the terms
and conditions of the Participant's stock option agreement.

    (c)  Termination of Service.  Unless otherwise determined by the Board,
upon the termination of a Participant's employment (or, in the case of a
Director, service as a member of the Board) for any reason other than

                                       3
<PAGE>
<PAGE>
Disability, death or Termination for Cause, the Participant's Non-Qualified
Stock Options shall be exercisable only as to those shares which were
immediately exercisable by the Participant at the date of termination and only
for a period of one (1) year following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the
award of an Option, in the event of Termination for Cause, all rights under
the Participant's Non-Qualified Stock Options shall expire upon termination.
In the event of death or termination as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether
or not exercisable at such time, shall be exercisable by the Participant or
his legal representatives or beneficiaries of the Participant for two (2)
years or such longer period as determined by the Board following the date of
the Participant's death or termination of service due to Disability, provided
that in no event shall the period extend beyond the expiration of the Non-
Qualified Stock Option term.

    SECTION 7.     INCENTIVE STOCK OPTIONS

    The Board may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

    (a)  Price.  The purchase price per share of Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
However, if a Participant owns (or, under Section 422(d) of the Code, is
deemed to own) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of Stock, the purchase price per share of
Stock deliverable upon the exercise of each Incentive Stock Option shall not
be less than one hundred ten percent (110%) of the Fair Market Value of the
Stock on the date of grant. Shares may be purchased only upon payment of the
full purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Stock at the Fair Market Value of
such shares on the date of surrender or through a "cashless exercise"
involving a stock brokerage firm.

    (b)  Amounts of Options.  Subject to Sections 4(b) and (c), Incentive
Stock Options may be granted to any eligible employee in such amounts as
determined by the Board. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year shall not exceed $100,000. The provisions of this Section
7(b) shall be construed and applied in accordance with Section 422(d) of the
Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock
Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified Stock Options.

    (c)  Terms of Options.  The term during which each Incentive Stock Option
may be exercised shall be determined by the Board, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten (10)
years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Stock representing more than ten
percent (10%) of the total combined voting power of the Corporation (or, under
Section 422(d) of the Code, is deemed to own Stock representing more than ten
percent (10%) of the total combined voting power of all such classes of Stock,
by reason of the ownership of such classes of Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five (5) years from the date of grant. No Incentive Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.

    (d)  Termination of Employment.  Upon the termination of a Participant's
service for any reason other than Disability, death or Termination for Cause,
the Participant's Incentive Stock Options which are then exercisable at the
date of termination may only be exercised by the Participant for a period of
three (3) months following termination, after which time they shall be void.
Notwithstanding any provisions set forth herein nor contained in any

                                       4
<PAGE>
<PAGE>
Agreement relating to an award of an Option, in the event of Termination for
Cause, all rights under the Participant's Incentive Stock Options shall expire
immediately upon termination.

    Unless otherwise determined by the Board, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's
legal representatives or the beneficiaries of the Participant for one (1) year
following the date of the Participant's death or termination of employment as
a result of Disability. In no event shall the exercise period extend beyond
the expiration of the Incentive Stock Option term.

    (f)  Compliance with Code.  The options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in
the event that he disposes of Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he
received Stock upon the exercise of an Incentive Stock Option and shall comply
with any other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.

    SECTION 8.     EXTENSION

    The Board may, in its sole discretion, extend the dates during which all
or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted without the
Participant's consent if it would cause Incentive Stock Options issued under
the Plan to fail to comply with Section 422 of the Code.

    SECTION 9.     GENERAL PROVISIONS APPLICABLE TO OPTIONS

    (a)  Each Option under the Plan shall be evidenced by writing delivered to
the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable tax and regulatory laws and accounting
principles.

    (b)  Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

    (c)  Notwithstanding anything in this Plan to the contrary, in the event
of a Change in Control, all then outstanding Options shall become one hundred
percent (100%) vested and exercisable as of the effective date of the Change
in Control.  If, in connection with or as a consequence of a Change in
Control, the Corporation is merged into or consolidated with another
corporation, if the Corporation becomes a subsidiary of another corporation or
if the Corporation sells or otherwise disposes of substantially all of its
assets to another corporation, then unless provisions are made in connection
with such transactions for the continuance of the Plan and/or the assumption
or substitution of then outstanding Options with new options covering the
stock of the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, such
Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant shall be paid in cash an amount
equal to the difference between the Fair Market Value of the Stock subject to
the Options on the effective date of such corporate event and the exercise
price of the Options.  Notwithstanding anything in this Section 9(c) or any
Option agreement to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board may, in its discretion, take any action necessary to
preserve the use of pooling of interests accounting.

                                       5
<PAGE>
<PAGE>
    (d)  The Corporation shall be entitled to withhold (or secure payment from
the Participant in lieu of withholding) the amount of any withholding or other
tax required by law to be withheld or paid by the Corporation with respect to
any Options exercised under this Plan, and the Corporation may defer issuance
of Stock hereunder until and unless indemnified to its satisfaction against
any liability for any such tax.  The amount of such withholding or tax payment
shall be determined by the Board or its delegate and shall be payable by the
Participant at such time as the Board determines.  To the extent authorized by
the Board, such withholding obligation may also be satisfied by the payment of
cash by the Participant to the Corporation, the tendering of previously
acquired shares of Stock of the Participant or the withholding, at the
appropriate time, of shares of Stock otherwise issuable to the Participant, in
a number sufficient, based upon the Fair Market Value of such Stock, to
satisfy such tax withholding requirements.  The Board shall be authorized, in
its sole discretion, to establish such rules and procedures relating to any
such withholding methods as it deems necessary or appropriate, including,
without limitation, rules and procedures relating to elections by Participants
who are subject to the provisions of Section 16 of the Exchange Act.

    (e)  Subject to the terms of the Plan, the Board may at any time, and from
time to time, amend, modify or terminate the Plan or any outstanding Option
held by a Participant, including substituting therefor another Option of the
same or a different type or changing the date of exercise or realization,
provided that the Participant's consent to each action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

    SECTION 10.  MISCELLANEOUS

    (a)  No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the
right to continued employment or service on the Board. The Corporation
expressly reserves the right at any time to dismiss a Participant free from
any liability or claim under the Plan, except as expressly provided in the
Plan or the applicable Option.

    (b)  Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

    (c)  Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Stock to be distributed under the Plan
until he or she becomes the holder thereof.

    (d)  Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

    (e)  No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board be liable for any agreement issued pursuant to
this Plan or any grants under it. Each member of the Board shall be
indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.

    (f)  The Plan shall be effective on October 1, 1998 but only if, prior to
such date, the Plan is approved by the Corporation's shareholders.  The Plan
will be so approved if at an annual or special meeting of shareholders held
prior to such date a quorum is present and the votes of the holders of a
majority of the securities of the Corporation present or represented by proxy
and entitled to vote on such matter shall be cast in favor of its approval.

    (g)  The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any
applicable tax laws or regulatory requirement.

                                       6
<PAGE>
<PAGE>
    (h)  Options may not be granted under the Plan after the tenth anniversary
of the effective date of the Plan, but then outstanding Options may extend
beyond such date.

    (i)  To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Washington  other
than the conflict of laws provisions of such laws.

                                *      *      *

Adopted by the Board of Directors of Riverview Bancorp, Inc. on April 15,
1998.

                                       7
<PAGE>
<PAGE>
                               Exhibit 99.3

                Management Recognition and Development Plan

<PAGE>
<PAGE>
                          RIVERVIEW BANCORP, INC.
                MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN

    SECTION 1.     PURPOSE AND ADOPTION OF THE PLAN

    (a)  PURPOSE.  The purpose of the Riverview Bancorp, Inc. Management
Recognition and Development Plan ("Plan") is to assist the Corporation and its
subsidiaries in attracting, retaining and motivating key management employees
and non-employee directors who will contribute to the Corporation's success. 
The Plan is intended to recognize the contributions of key management
personnel to the success of the Corporation and its subsidiaries, to link the
benefits paid to eligible employees and directors who have substantial
responsibility for the successful operation, administration and management of
the Corporation with the enhancement of shareholder value and to provide
eligible employees and directors with an opportunity to acquire a greater
proprietary interest in the Corporation through the grant of restricted shares
of Stock which, in accordance with the terms and conditions set forth below,
will vest only if the employees meet the vesting criteria established by the
Board and this Plan.

    (b)  ADOPTION AND EFFECTIVE DATE.  The Plan shall be effective on October
1, 1998 but only if, prior to such date, the Plan is approved by the
Corporation's shareholders.  The Plan will be so approved if at an annual or
special meeting of shareholders held prior to such date a quorum is present
and the votes of the holders of a majority of the securities of the
Corporation present or represented by proxy and entitled to vote on such a
matter shall be cast in favor of its approval.

    SECTION 2.     DEFINITIONS

    For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

    AWARD AGREEMENT means a written agreement between the Corporation and a
Participant specifically setting forth the terms and conditions of an award of
Restricted Stock granted to a Participant pursuant to Section 5 of the Plan.

    BOARD means the Board of Directors of the Corporation.

    CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the common stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets or a plan of partial or complete liquidation. 
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom.

    CORPORATION means Riverview Bancorp, Inc., a Washington corporation, and
its successors.

    DATE OF GRANT means the date as of which an award of Restricted Stock is
granted in accordance with Section 5.

    DIRECTOR means a member of the Board of Directors of the Corporation who
is not also an employee of the Corporation or its subsidiaries.

    DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant

<PAGE>
<PAGE>
immediately prior to the commencement of such disability.  The determination
of whether a Participant is disabled shall be made by the Board in its sole
and absolute discretion.

    EFFECTIVE DATE means the date as of which the Plan shall become effective,
as determined in accordance with Section 1(b).

    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

    FAIR MARKET VALUE  shall be determined as follows:

    (a)  If the stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.

    (b)  If the stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.

    PARTICIPANT means any person selected by the Board, pursuant to Section
3(b), to participate under the Plan.

    PLAN means this Riverview Bancorp, Inc. Management Recognition and
Development Plan, as the same may be amended from time to time.

    RESTRICTED STOCK means shares of Stock awarded to a Participant subject to
restrictions as described in Section 5.

    STOCK means the common stock, par value $0.01 per share, of the
Corporation.

    SECTION 3.     ADMINISTRATION AND PARTICIPATION

    (a)  ADMINISTRATION.  The Plan shall be administered by the Board which
shall have exclusive and final authority and discretion in each determination,
interpretation or other action affecting the Plan and its Participants.  The
Board shall have the sole and absolute authority and discretion to interpret
the Plan, to establish and modify administrative rules for the Plan, to
select, in accordance with Section 3(b), the persons who will be Participants
hereunder, to impose, in accordance with Section 5(a), such conditions and
restrictions as it determines appropriate and to take such other actions and
make such other determinations in connection with the Plan as it may deem
necessary or advisable.

    (b)  DESIGNATION OF PARTICIPANTS.  Participants in the Plan shall be such
employees of the Corporation and its subsidiaries or Directors as the Board,
in its sole discretion, may designate.  The Board shall consider such factors
as it deems pertinent in selecting Participants.

    SECTION 4.     STOCK ISSUABLE UNDER THE PLAN

    (a)  NUMBER OF SHARES OF STOCK ISSUABLE.  Subject to adjustments as
provided in Section 6(c), the maximum number of shares of Stock available for
issuance under the Plan shall be 142,830.  The Stock to be offered under the
Plan shall be authorized and unissued Stock, Stock which shall have been
reacquired by the Corporation and held in its treasury, or Stock held in a
trust established by the Corporation for the purpose of funding awards under
the Plan with shares acquired on the open market with funds contributed by the
Corporation or any subsidiary.

                                       2
<PAGE>
<PAGE>
    (b)  SHARES SUBJECT TO TERMINATED AWARDS.  Shares of Stock forfeited as
provided in Section 5(e) may again be issued under the Plan.

    SECTION 5.     RESTRICTED STOCK

    Subject to the terms of this Plan, the Board may grant to any Participant
an award of Restricted Stock in respect of such number of shares of Stock, and
subject to such terms and conditions relating to forfeitability and
restrictions on delivery and transfer (whether based on performance standards,
periods of service or otherwise), as the Board shall determine in its sole
discretion.  The terms of all such Restricted Stock awards shall be set forth
in an Award Agreement between the Corporation and the Participant which shall
contain such provisions, not inconsistent with this Plan, as shall be
determined by the Board.

    (a)  ISSUANCE OF RESTRICTED STOCK.  As soon as practicable after the Date
of Grant of Restricted Stock, the Corporation shall cause to be transferred on
the books of the Corporation shares of Stock, registered on behalf of the
Participant, evidencing such Restricted Stock, but subject to forfeiture to
the Corporation retroactive to the Date of Grant if an Award Agreement
delivered to the Participant by the Corporation with respect to the Restricted
Stock is not duly executed by the Participant and timely returned to the
Corporation.  Unless the Board determines otherwise, until the lapse or
release of all restrictions applicable to an award of Restricted Stock, the
stock certificates representing such Restricted Stock shall be held in custody
by the Corporation or its designee.  Notwithstanding the foregoing, the
Corporation may, in its sole discretion, establish a trust for the purpose of
holding Restricted Stock awarded pursuant to this Plan.  In the event that a
trust is established, the Corporation may elect to hold any or all shares of
Stock subject to awards in the name of the trust for the benefit of the
Participant and subject to the forfeiture conditions applicable to the award.

    (b)  SHAREHOLDER RIGHTS.  Beginning on the Date of Grant of the Restricted
Stock and subject to execution of the Award Agreement as provided in Section
5(a), the Participant shall become a shareholder of the Corporation with
respect to all Stock subject to the Award Agreement and shall have all of the
rights of a shareholder, including, but not limited to, the right to vote such
Stock and the right to receive dividends and other distributions paid with
respect to such Stock; provided, however, that any Stock distributed as a
dividend or otherwise with respect to any Restricted Stock as to which the
restrictions have not yet lapsed shall be subject to the same restrictions as
such Restricted Stock and shall be held as prescribed in Section 5(a).  Cash
dividends paid with respect to Restricted Stock may, at the Board's
discretion, be held by the Corporation in escrow until such time as the
Participant vests in such shares or distributed to the Participant during the
forfeiture period.  The Corporation may credit a reasonable rate of interest
to such cash dividends prior to distribution.

    (c)  RESTRICTION ON TRANSFERABILITY.  None of the Restricted Stock may be
assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse or
release of the restrictions applicable thereto.

    (d)  DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS.  Upon expiration or
earlier termination of the forfeiture period without a forfeiture, and the
satisfaction of or release from any other conditions prescribed by the Board,
the restrictions applicable to the Restricted Stock shall lapse.  As promptly
as administratively feasible thereafter, subject to the requirements of
Section 6(b), the Corporation shall deliver to the Participant or, in case of
the Participant's death, to the Participant's legal representatives, one or
more stock certificates for the appropriate number of shares of Stock, free of
all such restrictions, except for any restrictions that may be imposed by law.
    (e)  TERMS OF RESTRICTED STOCK; FORFEITURE OF RESTRICTED STOCK.  All
Restricted Stock shall be forfeited and returned to the Corporation and all
rights of the Participant with respect to such Restricted Stock shall cease
and terminate in their entirety if during the forfeiture period the employment
(or, in the case of a Director, service) of the Participant with the
Corporation and/or its subsidiaries terminates for any reason.  Subject

                                       3
<PAGE>
<PAGE>
to the terms of the Plan, the Board, in its sole discretion, shall establish
the forfeiture period for each grant of Restricted Stock, and may provide for
the forfeiture period to lapse in installments.  Notwithstanding the
foregoing, upon the termination of a Participant's employment (or, in the case
of a Director, service) by reason of death or Disability, all forfeiture
restrictions imposed on Restricted Stock shall immediately and fully lapse. 
In addition, upon the effective date of a Change in Control, all forfeiture
restrictions imposed on outstanding Restricted Stock awards shall immediately
and fully lapse.

    SECTION 6.  MISCELLANEOUS

    (a)  LIMITATIONS ON TRANSFER.  The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the
laws of descent and distribution.  During the lifetime of a Participant, only
the Participant personally may exercise rights under the Plan.
 
    (b)  TAXES.  The Corporation shall be entitled to withhold (or secure
payment from the Participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any Stock issuable under this Plan, or with
respect to any income recognized upon the lapse of restrictions applicable to
Restricted Stock and the Corporation may defer issuance of Stock hereunder
until and unless indemnified to its satisfaction against any liability for any
such tax.  The amount of such withholding or tax payment shall be determined
by the Board or its delegate and shall be payable by the Participant at such
time as the Board determines.  To the extent authorized by the Board, such
withholding obligation may be satisfied by the payment of cash by the
Participant to the Corporation, the tendering of previously acquired shares of
Stock of the Participant or the withholding, at the appropriate time, of
shares of Stock otherwise issuable to the Participant, in a number sufficient,
based upon the Fair Market Value of such Stock, to satisfy such tax
withholding requirements.  The Board shall be authorized, in its sole
discretion, to establish such rules and procedures relating to any such
withholding methods as it deems necessary or appropriate, including, without
limitation, rules and procedures relating to elections by Participants who are
subject to the provisions of Section 16 of the Exchange Act.

    (c)  ADJUSTMENTS TO REFLECT CAPITAL CHANGES.  The amount and kind of Stock
available for issuance under the Plan and the limit on the number of shares of
Stock in respect of which awards may be made to any Participant in any
calendar year shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon the Plan.  The
Board shall have the power and sole discretion to determine the nature and
amount of the adjustment, if any, to be made pursuant to this Section 6(c).

    (d)  NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT.  No employee or other
person shall have any claim of right to be permitted to participate or be
granted an award under this Plan.  Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation.

    (e)  GOVERNING LAW.  The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of
Washington other than the conflict of law provisions of such laws, and shall
be construed in accordance therewith.

    (f)  CAPTIONS.  The captions (i.e., all Section and subsection headings)
used in the Plan are for convenience only, do not constitute a part of the
Plan, and shall not be deemed to limit, characterize or affect in any way any
provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions had been used in the Plan.

    (g)  SEVERABILITY.  Whenever possible, each provision in the Plan and
every Award Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Award
Agreement shall be held to be prohibited by or invalid under applicable law,
then (x) such provision shall

                                       4
<PAGE>
<PAGE>
be deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (y) all other provisions of
the Plan and every Award Agreement shall remain in full force and effect.

    (h)  LEGENDS.  All certificates for Stock delivered under the Plan shall
be subject to such transfer restrictions set forth in the Plan and such other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed and any applicable federal or
state securities law, and the Board may cause a legend or legends to be
endorsed on any such certificates making appropriate references to such
restrictions.

    (i)  AMENDMENT AND TERMINATION.

    (A)  AMENDMENT.  Subject to applicable law and regulations, the Board
shall have complete power and authority to amend the Plan at any time it is
deemed necessary or appropriate; provided, however, that no amendment shall be
made without shareholder approval if such approval is necessary for the
Corporation to comply with an applicable tax law or regulatory requirement. 
No termination or amendment of the Plan may, without the consent of the
Participant to whom any award shall theretofore have been granted under the
Plan, adversely affect the right of such individual under such award.

    (B)  TERMINATION.  The Board shall have the right and the power to
terminate the Plan at any time.  Unless sooner terminated by action of the
Board, the Plan shall automatically terminate, without further action of the
Board or the Corporation's shareholders, on the tenth anniversary of the
Effective Date.  No award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of the
Plan shall continue in effect in accordance with its terms as if the Plan has
not terminated.

                                *      *      *

Adopted by the Board of Directors of Riverview Bancorp, Inc. on April 15,
1998.

                                       5
<PAGE>
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REGISTRATION STATEMENT NO. 333-_____
                                   Filed October 23, 1998

                     SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                  FORM S-8
                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                            RIVERVIEW BANCORP, INC.
           ------------------------------------------------------
           (Exact name of registrant as specified in its charter)

             Washington                                    91-1838969
     -------------------------------                    -------------------
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                           700 N.E. Fourth Avenue
                          Camas, Washington 98607
                              (360) 834-2231
                  ----------------------------------------   
                  (Address of principal executive offices)

                    1993 Stock Option and Incentive Plan
                           1998 Stock Option Plan
                Management Recognition and Development Plan
                -------------------------------------------
                          (Full title of the Plan)

                                               Copies to:
     Patrick Sheaffer                          Eric S. Kracov, Esquire
     President and Chief Executive Officer     Breyer & Aguggia LLP
     Riverview Bancorp, Inc.                   1300 I Street, N.W.
     700 N.E. Fourth Avenue                    Suite 470 East
     Camas, Washington 98607                   Washington, D.C.  20005
     (360) 834-2231                            (202) 737-7900
     -------------------------------------
     Name, address and telephone
     number of agent for service

                             Page 1 of 7 Pages
                      Exhibit Index Appears on Page 4
Calculation of Registration Fee
------------------------------------------------------------------------------
Title of 
Securities         Amount   Proposed Maximum   Proposed Maximum    Amount of
to be              to be     Offering Price       Aggregate      Registration
Registered       Registered   Per Share(1)     Offering Price(1)     Fee
------------------------------------------------------------------------------
Common Stock,
$.01 par value    677,911      $12.50(2)         $8,348,888         $2,321
------------------------------------------------------------------------------

(1) Estimated solely for the purpose of calculating the amount of the
registration fee.  Pursuant to Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), the price per share is estimated to be
$12.50, based upon the average of the high and low trading prices of the
common stock, $.01 par value per share (the "Common Stock"), of Riverview
Bancorp, Inc. (the "Registrant"), as reported on the Nasdaq National Market on
October 20, 1998.

(2) Of this number, 168,006 are being registered for issuance under the 1993
Stock Option and Incentive Plan assumed by the Registrant in connection with
its acquisition of Riverview Savings Bank, FSB, 357,075 shares are being
registered for issuance under the 1998 Stock Option Plan and 142,830 shares
are being registered for issuance under the Management Recognition and
Development Plan (the foregoing plans are referred to collectively herein as
the "Plans"); together with an indeterminate number of shares reserved for
issuance pursuant to the Plans as a result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock.

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

     This Registration Statement shall become effective automatically upon the
date of filing in accordance with Section 8(a) of the Securities Act of 1933,
as amended, and 17 C.F.R. Section 230.462.

                                       -2-
PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference
------

     The following documents filed with the Commission are incorporated in
this Registration Statement by reference:

     (1)  the Registrant's Annual Report on Form 10-K for the year ended March
31, 1998;

     (2)  the Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998; and

     (3)  the description of the Common Stock set forth in the Registrant's
Registration Statement on Form 8-A registering the Registrant's Common Stock,
pursuant to Section 12(g) of the Securities Exchange Act of 1934, filed August
6, 1998.

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

     Any statement contained in this Registration Statement, or in a document
incorporated or deemed to be incorporated by reference herein, shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein, or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein, modifies or supersedes such statement.  Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 4.   Description of Securities
------

     Not Applicable

Item 5.   Interests of Named Experts and Counsel
------

     Not Applicable

Item 6.   Indemnification of Directors and Officers
------

     Article XIV of the Registrant's Certificate of Incorporation requires
indemnification of directors, officers and employees to the fullest extent
permitted by Washington law.

     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").

     Section 23B.08.320 of the Washington Business Corporation Act authorizes
a corporation to limit a director's liability to the corporation of its
shareholders for monetary damages for acts or omissions as a director, except
in certain circumstances involving intentional misconduct, self-dealing or
illegal corporate loans or

                                       -3-
distributions, or any transactions from which the director personally receives
a benefit in money, property or services to which the director is not
entitled.

Item 7.   Exemption From Registration Claimed
------

     Not Applicable

Item 8.   Exhibits
------

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8:

      No.                   Exhibit
      ---                   -------

      5             Opinion of Breyer & Aguggia LLP

     23.1           Consent of Deloitte & Touche LLP

     23.2           Consent of Breyer & Aguggia (see Exhibit 5)

     24             Power of attorney (see signature pages)

     99.1           1993 Stock Option and Incentive Plan

     99.2           1998 Stock Option Plan

     99.3           Management Recognition and Development Plan

Item 9.   Undertakings
------

     The undersigned Registrant hereby undertakes:

     1.   To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement (i) to include any
prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or 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, and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change in such
information in the Registration Statement; provided, however, that clauses (i)
and (ii) do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.

     2.   That, for the purposes 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 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.

                                       -4-
4.   That, for the purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in the Registration Statement shall be deemed to a new registration
statement relating to the securities offered therein, and that offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.

     5.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable.  In the event that a claim for
indemnification against liabilities (other than the payment by 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 questions whether such indemnification by it is
against public policy expressed in the Securities Act will and will be
governed by the final adjudication of such issue.

                                       -5-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, Riverview
Bancorp, Inc. 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 Camas, and the State of Washington the 23rd
day of October 1998.

                                  RIVERVIEW BANCORP, INC.

                                  By: /s/ Patrick Sheaffer
                                      -------------------------------------
                                      Patrick Sheaffer
                                      President and Chief Executive Officer
                                      (Principal Executive Officer)

                             POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Patrick Sheaffer  his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.

By: /s/ Patrick Sheaffer                         Date: October 23, 1998
    ------------------------------------
    Patrick Sheaffer
    President, Chief Executive Officer and Director
    (Principal Executive Officer)

By: /s/ Ron Wysaske                              Date: October 23, 1998
    ------------------------------------
    Ron Wysaske
    Executive Vice President and Chief Financial
    Officer (Principal Financial and  Accounting Officer)
   
By: /s/ Robert K. Leick                          Date: October 23, 1998
    ------------------------------------
    Robert K. Leick
    Director

By: /s/ Dale E. Scarbrough                       Date: October 23, 1998
    ------------------------------------
    Dale E. Scarbrough
    Director
By: /s/ Gary R. Douglass                         Date: October 23, 1998
    ------------------------------------
    Gary R. Douglass
    Director

By: /s/ Paul L. Runyan                           Date: October 23, 1998
    ------------------------------------
    Paul L. Runyan
    Director

By: /s/ Roger Malfait                            Date: October 23, 1998
    ------------------------------------
    Roger Malfait
    Director
Exhibit 5

                      Opinion of Breyer & Aguggia LLP
1300 I Street, N.W.
                                                         Suite 470 East 
                                                     Washington, D.C.  20005
                                                     Telephone (202) 737-7900
Breyer & Aguggia LLP                                 Facsimile (202) 737-7979
------------------------------------------------------------------------------
ATTORNEYS AT LAW

                              October 23, 1998

Board of Directors
Riverview Bancorp, Inc.
700 N.E. Fourth Avenue
Camas, Washington 98607

Gentlemen:

     We have acted as special counsel to Riverview Bancorp, Inc., a Washington
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $.01 per share (the
"Common Stock") of the Company which may be issued pursuant to the terms of
the Company's 1993 Stock Option and Incentive Plan, the 1998 Stock Option Plan
and the Management Recognition and Development Plan (the "Plans"), all as more
fully described in the Registration Statement.  You have requested the opinion
of this firm with respect to certain legal aspects of the proposed offering.

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to and in accordance with
the terms of the Plans will be duly and validly issued, fully paid, and
nonassessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                             Sincerely,

                             /s/ Breyer & Aguggia LLP

                             BREYER & AGUGGIA LLP
Exhibit 23.1

                      Consent of Deloitte & Touche LLP
INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Riverview Bancorp, Inc., on Form S-8, of our report dated May 15, 1998,
appearing in the Annual Report on Form 10-K of Riverview Bancorp, Inc. for the
year ended March 31, 1998.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Portland, Oregon
October 23, 1998
Exhibit 23.2

              Consent of Breyer & Aguggia LLP (see Exhibit 5)
Exhibit 24

                   Power of Attorney (see signature page)
Exhibit 99.1

                    1993 Stock Option and Incentive Plan
RIVERVIEW SAVINGS BANK, FSB
                             CAMAS, WASHINGTON

                    1993 STOCK OPTION AND INCENTIVE PLAN

    1.   Title and Purpose of the Plan.  The Plan shall be known as the 1993
Stock Option and Incentive Plan (the "Plan").  The purpose of the Plan is to
attract and retain the best available personnel as officers, directors and
employees and to provide additional incentive to the officers, directors, and
employees of Riverview Savings Bank, FSB (the "Savings Bank") or any present
or future parent or subsidiary of the Savings Bank to promote the success of
the business.  The Plan is intended to provide for the grant of "Incentive
Stock Options", within the meaning of Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code") and Non-Incentive Stock Options.  Each and
every one of the provisions of the Plan relating to Incentive Stock Options
shall be interpreted to conform to the requirements of Section 422 of the
Code. 

    2.   Definitions.  As used herein, the following definitions shall apply. 

         (a)  "Award" means the grant by the Committee of an Incentive Stock
              Option, a Non-Incentive Stock Option, or any combination
              thereof, as provided in the Plan. 

         (b)  "Board" shall mean the Board of Directors of the Savings Bank. 

         (c)  "Code" shall mean the Internal Revenue Code of 1986, as amended. 

         (d)  "Common Stock" shall mean common stock, $1.00 par value per   
              share, of the Savings Bank. 

         (e)  "Committee" shall mean the Stock Option Committee appointed by
              the Board in accordance with paragraph 4(a) of the Plan.

         (f)  "Continuous Employment" or "Continuous Status as an Employee"
              shall mean the absence of any interruption or termination of
              employment by the Savings Bank or any present or future Parent
              or Subsidiary of the Savings Bank.  Employment shall not be
              considered interrupted in the case of sick leave, military leave
              or any other leave of absence approved by the Savings Bank or in
              the case of transfers between payroll locations of the Savings
              Bank or between the Savings Bank, its Parent, its Subsidiaries
              or a successor.

         (g)  "Effective Date" shall mean the date specified in Section 14
              hereof. 

         (h)  "Employee" shall mean any person employed by the Savings Bank or
              any present or future Parent or Subsidiary of the Savings Bank.

         (i)  "Incentive Stock Option" or "ISO" means an option to purchase
              Shares granted by the Committee pursuant to Section 7 hereof
              which is subject to the limitations and restrictions of Section
              7 hereof and is intended to qualify under Section 422 of the
              Code.

         (j)  "Mutual Holding Company" shall mean Riverview, M.H.C., the
              parent corporation of the Savings Bank formed under proposed
              Part 575 of the Regulations of the Office of Thrift Supervision.

         (k)  "Non-Incentive Stock Option" or "Non-ISO" means an option to
              purchase Shares granted by the Committee pursuant to Section 8,
              which option is not intended to qualify under Section 422 of the
              Code.
(l)  "Option" shall mean an Incentive or Non-Incentive Stock Option
              granted pursuant to this Plan.

         (m)  "Optioned Stock" shall mean stock subject to an Option granted
              pursuant to the Plan.

         (n)  "Optionee" shall mean any person who receives an Option.

         (o)  "Parent" shall mean any present or future corporation which
              would  be a "parent corporation" as defined in Subsections
              424(e) and (g) of the Code.

         (p)  "Participant" means any director, officer or key employee of the
              Savings Bank or any Parent or Subsidiary of the Savings Bank or
              any other person providing a service to the Savings Bank who is
              selected by the Committee to receive an Award.

         (q)  "Plan" shall mean the Riverview Savings Bank, FSB 1993 Stock
              Option and Incentive Plan.

         (r)  "Savings Bank" shall mean Riverview Savings Bank, FSB as a
              capital stock savings bank subsidiary of the Mutual Holding
              Company.

         (s)  "Share" shall mean one share of the Common Stock. 

         (t)  "Subsidiary" shall mean any present or future corporation which
              would be a "subsidiary corporation" as defined in Subsections
              424(f) and (g) of the Code.

    3.   Shares Subject to the Plan.  Except as otherwise required by the
provisions of Section 12 hereof, the aggregate number of Shares with respect
to which Awards may be made pursuant to the Plan shall not exceed 69,000
shares.  Such Shares may either be authorized but unissued or treasury shares.

         An Award shall not be considered to have been made under the Plan
with respect to any Option which terminates and new Awards may be granted
under the Plan with respect to the number of Shares as to which such
termination has occurred.

    4.   Administration of the Plan. 
         --------------------------

         (a)  Composition of the Committee.  The Plan shall be administered by
the Committee consisting of at least two directors of the Savings Bank
appointed by the Board.  Officers, directors, key employees and other persons
who are designated by the Committee shall be eligible to receive Awards under
the Plan, and all directors designated as members of the Committee shall be
"disinterested persons" within the meaning of Rule 16b-3 under the Securities
Exchange Act of 1934, as amended.

         (b)  Powers of the Committee.  The Committee is authorized (but only
to the extent not contrary to the expressed provisions of the Plan or to
resolutions adopted by the Board) to interpret the Plan to prescribe, amend
and rescind rules and regulations relating to the Plan, to determine the form
and content of Awards to be issued under the Plan and to make other
determinations necessary or advisable for the administration of the Plan, and
shall have and may exercise such other power and authority as may be delegated
to it by the Board from time to time.  A majority of the entire Committee
shall constitute a quorum and the action of a majority of the members present
at any meeting at which a quorum is present shall be deemed the action of the
Committee.  In no event may the Committee revoke outstanding Awards without
the consent of the Participant.

                                       -2-
The Chairman of the Savings Bank and such other officers as
shall be designated by the Committee are hereby authorized to execute
instruments evidencing Awards on behalf of the Savings Bank and to cause them
to be delivered to the Participants.

         (c)  Effect of Committee's Decision.  All decisions, determinations
and interpretations of the Committee shall be final and conclusive on all
persons affected thereby.

    5.   Eligibility.
         -----------

         (a)  Awards may be granted to officers, directors, key employees and
other persons. The Committee shall from time to time determine the officers,
directors, key employees and other persons who shall be granted Options or
Awards under the Plan, the number to be granted to each such officers,
directors, key employees and other persons under the Plan, and whether Options
granted to each such Participant under the Plan shall be Incentive and/or Non-
Incentive Stock Options.  In selecting Participants and in determining the
number of shares of Common Stock to be granted to each such Participant
pursuant to each Award granted under the Plan, the Committee may consider the
nature of the services rendered by each such Participant, each such
Participant's current and potential contribution to the Savings Bank, and such
other factors as the Committee may, in its sole discretion, deem relevant. 
Officers, directors, key employees or other persons who have been granted an
Award may, if otherwise eligible, be granted additional Options or Awards.

         (b)  The aggregate fair market value (determined as of the date the
Option is granted) of the Shares with respect to which Incentive Stock Options
are exercisable for the first time by each Employee during the calendar year
in which they are first exercisable (under all Incentive Stock Option plans,
as defined in Section 422 of the Code, of the Savings Bank or any present or
future Parent or Subsidiary of the Savings Bank) shall not exceed $100,000. 
Notwithstanding the prior provisions of this Section 5, the Committee may
grant Options in excess of the foregoing limitations, provided said Options
shall be clearly and specifically designated as not being Incentive Stock
Options, as defined in Section 422 of the Code.

    6.   Term of Plan.  The Plan shall continue in effect for a term of ten
(10) years from the Effective Date, unless sooner terminated pursuant to
Section 17.  No Option shall be granted under the Plan after ten (10) years
from the Effective Date.

    7.   Terms and Conditions of Incentive Stock Options.  Incentive Stock
Options may be granted only to Participants who are Employees.  Each Incentive
Stock Option granted pursuant to the Plan shall be evidenced by an instrument
in such form as the Committee shall from time to time approve.  Each and every
Incentive Stock Option granted pursuant to the Plan shall comply with, and be
subject to, the following terms and conditions:

         (a)  Option Plan.

              (i)  The price per share at which each Incentive Stock Option
    granted under the Plan may be exercised shall not, as to any particular
    Incentive Stock Option, be less than the fair market value of the Common
    Stock at the time such Incentive Stock Option is granted.  For such
    purposes, if the Common Stock is traded otherwise than on a national
    securities exchange at the time of the granting of an Option, then the
    price per share of the Optioned Stock shall be not less than the mean
    between the bid and asked price on the date the Incentive Stock Option is
    granted or, if there be no bid and asked price on said date, then on the
    next prior business day on which there was a bid and asked price.  If no
    such bid and asked price is available, then the price per share shall be
    determined by the Committee.  If the Common Stock is listed on a national
    securities exchange at the time of the granting of an Incentive Stock
    Option, then the price per share shall be not less than the average of the
    highest and lowest selling price on such exchange on the date such
    Incentive Stock Option is granted or, if there were no sales on said date,
    then the price shall be not less than the mean between the bid and asked
    price on such date.

                                       -3-
(ii) In the case of an Employee who owns Common Stock
    representing more than ten percent (10%) of the outstanding Common Stock
    at the time the Incentive Stock Option is granted, the Incentive Stock
    Option price shall not be less than one hundred and ten percent (110%) of
    the fair market value of the Common Stock at the time the Incentive Stock
    Option is granted. 

         (b)  Payment. 

         Full payment for each share of Common Stock purchased upon the
exercise of any Incentive Stock Option granted under the Plan shall be made at
the time of exercise of each such Incentive Stock Option and shall be paid in
cash (in United States Dollars), Common Stock or a combination of cash and
Common Stock.  Common Stock utilized in full or partial payment of the
exercise price shall be valued at its fair market value at the date of
exercise.  The Savings Bank shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law.  No shares of Common
Stock shall be issued until full payment therefor has been received by the
Savings Bank, and no Optionee shall have any of the rights of a shareholder of
the Savings Bank until shares of Common Stock are issued to him.

         (c)  Term of Incentive Stock Option. 

         The term of each Incentive Stock Option granted pursuant to the Plan
shall be not more than ten (10) years from the date each such Incentive Stock
Option is granted, provided that in the case of an Employee who owns stock
representing more than 10% of the Common Stock outstanding at the time the
Incentive Stock Option is granted, the term of the Incentive Stock Option
shall not exceed five (5) years.

         (d)  Exercise Generally.

         Except as otherwise provided in Section 9 hereof, no Incentive Stock
Option may be exercised unless the optionee shall have been in the employ of
the Savings Bank at all times during the period beginning with the date of
grant of any such Incentive Stock Option and ending on the date three (3)
months prior to the date of exercise of any such Incentive Stock Option.  The
Committee may impose additional conditions upon the right of an Optionee to
exercise any Incentive Stock Option granted hereunder which are not
inconsistent with the terms  of the Plan or the requirements for qualification
as an Incentive Stock Option under Section 422 of the Code.

         (e)  Transferability.

         Any Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or
by the laws of descent and distribution.

    8.  Terms and Conditions of Non-Incentive Stock Options.  Each Non-
Incentive Stock Option granted pursuant to the Plan shall be evidenced by an
instrument in such form as the Committee shall from time to time approve. 
Each and every Non-Incentive Stock Option granted pursuant to the Plan shall
comply with and be subject to the following terms and conditions:

         (a)  Options Granted to Directors In the Formation of the Mutual
              Holding Company

         Each member of the Board of Directors of the Savings Bank who is not
an Employee at the Effective Date shall receive on the Effective Date Options
for 2,760 shares. Such options shall be designated as non-incentive stock
options, shall be exercisable at any time following stockholder approval of
the Plan as provided in Section 15 hereof, and shall have a term of ten years
following the Effective Date.

                                       -4-
(b)  Option Price.

         The exercise price per share of Common Stock for each Non-Incentive
Stock Option granted pursuant to the Plan, shall be the fair market value of
the Common Stock on the date of grant determined in the same manner as
provided in Section 7(a)(i) of the Plan.

         (c)  Payment.

         Full payment for each share of Common Stock purchased upon the
exercise of any Non-Incentive Stock Option granted under the Plan shall be
made at the time of exercise of each such Non-Incentive Stock Option and shall
be paid in cash (in United States Dollars), Common Stock or a combination of
cash and Common Stock.  Common Stock utilized in full or partial payment of
the exercise price shall be valued at its fair market value at the date of
exercise.  The Savings Bank shall accept full or partial payment in Common
Stock only to the extent permitted by applicable law.  No shares of Common
Stock shall be issued until full payment therefor has been received by the
Savings Bank and no Optionee shall have any of the rights of a shareholder of
the Savings Bank until the shares of Common Stock are issued to him.

         (d)  Term.

         The term of each Non-Incentive Stock Option granted pursuant to the
Plan shall be not more than ten (10) years from the date each such Non-
Incentive Stock Option is granted, provided that, in the case of an Employee
who owns stock representing more than 10% of the Common Stock at the time the
Incentive Stock Option is granted, the term of the Non-Incentive Stock Option
shall not exceed five (5) years.

         (e)  Exercise Generally. 

         The Committee may impose additional conditions upon the right of any
Participant to exercise any Non-Incentive Stock Option granted hereunder which
are not inconsistent with the terms of the Plan.

         (f)  Transferability. 

         Any Non-Incentive Stock Option granted pursuant to the Plan shall be
exercised during any Optionee's lifetime only by the Optionee to whom it was
granted and shall not be assignable or transferable otherwise than by will or
by the laws of descent and distribution.

    9.   Effect of Termination of Employment, Disability or Death on Incentive
         ---------------------------------------------------------------------
         Stock Options.
         -------------

         (a)  Termination of Employment. 

         In the event that any Optionee's employment by the Savings Bank shall
terminate for any reason, other than Permanent and Total Disability (as such
term is defined in Section 22(e)(3) of the Code) or death, all of any such
Optionee's Incentive Stock Options, and all of any such Optionee's rights to
purchase or receive shares of Common Stock pursuant thereto, shall
automatically terminate on the earlier of (i) the respective expiration dates
of any such Incentive Stock Options or (ii) the expiration of not more than
three (3) months after the date of such termination of employment, but only
if, and to the extent that, the Optionee was entitled to exercise any such
Incentive Stock Options at the date of such termination of employment.  In the
event that a subsidiary ceases to be a subsidiary of the Savings Bank, the
employment of all of its employees who are not immediately thereafter
employees of the Savings Bank shall be deemed to terminate upon the date such
subsidiary so ceases to be a subsidiary of the Savings Bank.

                                       -5-
(b)  Disability. 

         In the event that any Optionee's employment by the Savings Bank shall
terminate as the result of the Permanent and Total Disability of such
Optionee, such Optionee may exercise any Incentive Stock Options granted to
him pursuant to the Plan at any time prior to the earlier of (i) the
respective expiration dates of any such Incentive Stock Options or (ii) the
date which is one (1) year after the date of such termination of employment,
but only if, and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of such termination of employment.

         (c)  Death.

         In the event of the death of any Optionee, any Incentive Stock
Options granted to any such Optionee may be exercised by the person or persons
to whom the Optionee's rights under any such Incentive Stock Options pass by
will or by the laws of descent and distribution (including the Optionee's
estate during the period of administration) at any time prior to the earlier
of (i) the respective expiration dates of any such Incentive Stock Options or
(ii) the date which is one (1) year after the date of death of such Optionee
but only if, and to the extent that, the Optionee was entitled to exercise any
such Incentive Stock Options at the date of death.  For purposes of this
Section 9(c), any Incentive Stock Option held by an Optionee shall be
considered exercisable at the date of his death if the only unsatisfied
condition precedent to the exercisability of such Incentive Stock Option at
the date of death is the passage of a specified period of time.

         (d)  Incentive Stock Options Deemed Exercisable.

         For purposes of Sections 9(a), 9(b) and 9(c) above, any Incentive
Stock Option held by any Optionee shall be considered exercisable at the date
of the termination of his employment if any such Incentive Stock Option would
have been exercisable at such date of termination of employment.

         (e)  Termination of Incentive Stock Options.

         To the extent that any Incentive Stock Option granted under the Plan
to any Optionee whose employment by the Savings Bank terminates shall not have
been exercised within the applicable period set forth in this Section 9, any
such Incentive Stock Option, and all rights to purchase or receive shares of
Common Stock pursuant thereto, as the case may be, shall terminate on the last
day of the applicable period.

    10.  Effect of Termination of Employment, Disability or Death on Non-
Incentive Stock Options.  The terms and conditions of Non-Incentive Stock
Options relating to the effect of the termination of an Optionee's employment,
disability of an Optionee or his death shall be such terms and conditions as
the Committee shall, in its sole discretion, determine at the time of
termination.

    11.  Right of Repurchase and Restrictions on Disposition.  The Committee,
in its sole discretion, may include, as a term of any Incentive Stock Option
or Non-Incentive Stock Option, the right (the "Repurchase Right"), but not the
obligation, to repurchase all or any amount of the Shares acquired by an
Optionee pursuant to the exercise of any such Options.  The intent of the
Repurchase Right is to encourage the continued employment of the Optionee. 
The Repurchase Right shall provide for, among other things, a specified
duration of the Repurchase Right, a specified price per Share to be paid upon
the exercise of the Repurchase Right and a restriction on the disposition of
the Shares by the Optionee during the period of the Repurchase Right.  The
Repurchase Right may permit the Savings Bank to transfer or assign such right
to another party.  The Savings Bank may exercise the Repurchase Right only to
the extent permitted by applicable law.

                                       -6-
12.  Recapitalization, Merger, Consolidation, Change in Control and
         --------------------------------------------------------------
         Similar Transactions.
         --------------------

         (a)  Adjustment.

         Subject to any required action by the shareholders of the Savings
Bank, the aggregate number of shares of Common Stock for which stock options
may be granted hereunder, the number of shares of Common Stock covered by each
outstanding stock option, and the exercise price per share of Common Stock of
each such stock option, shall be proportionately adjusted for any increase or
decrease in the number of issued and outstanding shares of Common Stock
resulting from a subdivision or consolidation of shares or the payment of a
stock dividend (but only on the Common Stock), the full mutual to stock
conversion of the Savings Bank or any other increase or decrease in the number
of such shares of Common Stock effected without the receipt of consideration
by the Savings Bank.

         (b)  Change in Control.

         All outstanding Options shall become immediately exercisable in the
event of a change in control of the Savings Bank involving any entity other
than the Mutual Holding Company as acquiror, as determined by the Committee. 
In the event of such a change in control, the Optionee shall, at the
discretion of the Committee, be entitled to receive cash in an amount equal to
the fair market value  of the Common Stock subject to any Incentive or Non-
Incentive Stock Option over the Option Price of such shares, in exchange for
the surrender of such Options by the Optionee on that date in the event of a
change in control or imminent change in control of the Savings Bank.  For
purposes of this Section, "Change in Control" shall mean:  (i) the sale of
all, or a material portion, of the assets of the Savings Bank; (ii) the merger
or recapitalization of the Savings Bank or any merger or recapitalization
whereby the Savings Bank is not the surviving entity; (iii) a change of
control of the Savings Bank, as otherwise defined or determined by the Office
of Thrift Supervision or regulations promulgated by it or, if applicable, by
any other applicable bank regulatory agency; or (iv) the acquisition, directly
or indirectly, of the beneficial ownership (within the meaning of that term as
it is used in Section 13(d) of the Securities Exchange Act of 1934, as amended
and the rules promulgated thereunder) of twenty-five percent (25%) or more of
the outstanding voting securities of the Savings Bank by any person, trust,
entity or group other than a mutual holding company.  The term "person" refers
to an individual or a corporation, partnership, trust, association, joint
venture, pool, syndicate, sole proprietorship, unincorporated organization or
any other form of entity not specifically listed herein.  The decision of the
Committee as to whether a change in control has occurred shall be conclusive
and binding.

         (c)  Extraordinary Corporate Action.

         Subject to any required action by the shareholders of the Savings
Bank, in the event of any Change in Control, recapitalization, merger,
consolidation, exchange of shares, spin-off, reorganization,  tender offer,
liquidation or other extraordinary corporate action or event, the Committee,
in its sole discretion, shall have the power, prior or subsequent to such
action or event to:

              (i)   appropriately adjust the number of shares of Common Stock
    subject to each stock option, the exercise price per share of Common
    Stock, and the consideration to be given or received by the Savings Bank
    upon the exercise of any outstanding Option;

              (ii)  cancel any or all previously granted Options, provided
    that appropriate consideration is paid to the Optionee in connection
    therewith; and/or

              (iii) make such other adjustments in connection with the Plan as
    the Committee, in its sole discretion, deems necessary, desirable,
    appropriate or advisable; provided, however, that no action shall be taken
    by the Committee which would cause Incentive Stock Options granted
    pursuant to the Plan to fail to meet the requirements of Section 422 of
    the Code.

                                       -7-
Except as expressly provided in Section l2(a) and l2(b) hereof,
    no Optionee shall have any rights by reason of the occurrence of any of
    the events described in this Section 12.

         (d)  Acceleration. 

         The Committee shall at all times have the power to accelerate the
exercise date of Options previously granted under the Plan.

    13.  Time of Granting Options.  The date of grant of an Option under the
Plan shall, for all purposes, be the date on which the Committee makes the
determination of granting such Option.  Notice of the determination shall be
given to each Employee to whom an Option is so granted within a reasonable
time after the date of such grant.

    14.  Effective Date.  The Plan shall become effective upon completion of
the formation of the Mutual Holding Company.  Options may be granted prior to
ratification of the Plan by the stockholders if the exercise of such Options
is subject to such stockholder ratification.

    15.  Approval of Stockholders.  The Plan shall be approved by stockholders
of the Savings Bank within twelve (12) months before or after the date it
becomes effective.

    16.  Modification of Options.  At any time and from time to time, the
Board may authorize the Committee to direct the execution of an instrument
providing for the modification of any outstanding Option, provided no such
modification, extension or renewal shall confer on the holder of said Option
any right or benefit which could not be conferred on him by the grant of a new
Option at such time, or shall not materially decrease the Optionee's benefits
under the Option without the consent of the holder of the Option, except as
otherwise permitted under Section 17 hereof.

    17.  Amendment and Termination of the Plan. 
         -------------------------------------

         (a)  Action of the Board. 

         The Board may alter, suspend or discontinue the Plan, except that no
action of the Board may increase (other than as provided in Section 12) the
maximum number of shares permitted to be optioned under the Plan, materially
increase the benefits accruing to Participants under the Plan or materially
modify the requirements for eligibility for participation in the Plan unless
such action of the Board shall be subject to approval or ratification by the
shareholders of the Savings Bank.

         (b)  Change in Applicable Law. 

         Notwithstanding any other provision contained in the Plan, in the
event of a change in any Federal or state law, rule or regulation which would
make the exercise of all or part of any previously granted Incentive and/or
Non-Incentive Stock Option unlawful or subject the Savings Bank to any
penalty, the Committee may restrict any such exercise without the consent of
the Optionee or other holder thereof in order to comply with any such law,
rule or regulation or to avoid any such penalty.

    18.  Conditions Upon Issuance of Shares.  Shares shall not be issued with
respect to any Option granted under the Plan unless the issuance and delivery
of such Shares shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law and
the requirements of any stock exchange upon which the Shares may then be
listed.

                                       -8-
The inability of the Savings Bank to obtain from any regulatory body
or authority deemed by the Savings Bank's counsel to be necessary to the
lawful issuance and sale of any Shares hereunder shall relieve the Savings
Bank of any liability with respect to the nonissuance of such Shares.

         As a condition to the exercise of an Option, the Savings Bank may
require the person exercising the Option to make such representations and
warranties as may be necessary to assure the availability of an exemption from
the registration requirements of federal or state securities law.

    19.  Reservation of Shares.  During the term of the Plan, the Savings Bank
will reserve and keep available a number of Shares sufficient to satisfy the
requirements of the Plan.

    20.  Unsecured Obligation.  No Participant under the Plan shall have any
interest in any fund or special asset of the Savings Bank by reason of the
Plan or the grant of any Incentive or Non-Incentive Stock Option to him under
the Plan.  No trust fund shall be created in connection with the Plan or any
grant of any Incentive or Non-Incentive Stock Option hereunder and there shall
be no required funding of amounts which may become payable to any Participant.

    21.  Withholding Tax.  Where a Participant or other person is entitled to
receive Shares pursuant to the exercise of an Option pursuant to the Plan, the
Savings Bank shall have the right to require the Participant or such other
person to pay the Savings Bank the amount of any taxes which the Savings Bank
is required to withhold with respect to such Shares, or, in lieu thereof, to
retain, or sell without notice, a number of such Shares sufficient to cover
the amount required to be withheld.

    22.  Governing Law.  The Plan shall be governed by and construed in
accordance with the laws of the State of Washington, except to the extent that
Federal law shall be deemed to apply.

                                       -9-
Exhibit 99.2

                           1998 Stock Option Plan
RIVERVIEW BANCORP, INC.
                          1998 STOCK OPTION PLAN

    SECTION 1.     PURPOSE

    The Riverview Bancorp, Inc. 1998 Stock Option Plan (the "Plan") is hereby
established to foster and promote the long-term success of Riverview Bancorp,
Inc. and its shareholders by providing directors, officers and employees of
the Corporation and its subsidiaries with an equity interest in the
Corporation. The Plan will assist the Corporation in attracting and retaining
the highest quality of experienced persons as directors, officers and
employees and in aligning the interests of such persons more closely with the
interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation.

    SECTION 2.     DEFINITIONS

    For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

    BOARD means the Board of Directors of the Corporation.

    CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets, or a plan of partial or complete liquidation. 
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom, for
purposes of the Plan.

    CODE means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

    CORPORATION means Riverview Bancorp, Inc., a Washington corporation.

    DIRECTOR shall mean a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.

    DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability.  The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.

    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

    FAIR MARKET VALUE shall be determined as follows:

    (a)  If the Stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.
(b)  If the Stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.

    INCENTIVE STOCK OPTION means an option to purchase shares of Stock granted
to a Participant under the Plan which is intended to meet the requirements of
Section 422 of the Code.

    NON-QUALIFIED STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.

    OPTION means an Incentive Stock Option or a Non-Qualified Stock Option.

    PARTICIPANT means a Director or employee of the Corporation or its
subsidiaries selected by the Board to receive an Option under the Plan.

    PLAN means this Riverview Bancorp, Inc. 1998 Stock Option Plan.

    STOCK means the common stock, $0.01 par value, of the Corporation.

    TERMINATION FOR CAUSE shall mean termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Corporation and/or any subsidiary of the
Corporation and a Participant.

    SECTION 3.     ADMINISTRATION

    (a)  The Plan shall be administered by the Board. Among other things, the
Board shall have authority, subject to the terms of the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, to determine whether such Options are to be Incentive
Stock Options or Non-Qualified Stock Options (subject to the requirements of
the Code), to determine the terms and conditions of any Option granted
hereunder, and the exercise price thereof.

    (b)  Subject to the other provisions of the Plan, the Board shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and
any Option and to decide all disputes arising in connection with the Plan. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole
and absolute discretion. The Board's decision and interpretations shall be
final and binding. Any action of the Board with respect to the administration
of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

    SECTION 4.     ELIGIBILITY AND PARTICIPATION.

    Officers and employees of the Corporation and its subsidiaries and
Directors shall be eligible to participate in the Plan. The Participants under
the Plan shall be selected from time to time by the Board, in its sole
discretion, from among those eligible, and the Board shall determine, in its
sole discretion, the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.

                                       2
SECTION 5.     SHARES OF STOCK AVAILABLE FOR OPTIONS

    (a)  The maximum number of shares of Stock which may be issued and
purchased pursuant to Options granted under the Plan is 357,075, subject to
the adjustments as provided in Section 5 and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, the shares of Stock subject to such
Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grants under Plan. Shares of Stock
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

    (b)  In the event that the Board determines, in its sole discretion, that
any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reclassification, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, or other similar
transaction affects the Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall have the right to
proportionately and appropriately adjust equitably any or all of (i) the
maximum number and kind of shares of Stock in respect of which Options may be
granted under the Plan to Participants, (ii) the number and kind of shares of
Stock subject to outstanding Options held by Participants, and (iii) the
exercise price with respect to any Options held by Participants, without
changing the aggregate purchase price as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this
Section if such adjustment would cause the Plan to fail to comply with Section
422 of the Code with regard to any Incentive Stock Options granted hereunder.
No fractional Shares shall be issued on account of any such adjustment.

    (c)  Any adjustments under this Section will be made by the Board, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.

    SECTION 6.     NON-QUALIFIED STOCK OPTIONS

    The Board may, from time to time, grant Non-Qualified Stock Options to
Participants upon such terms and conditions as the Board may determine. Non-
Qualified Stock Options granted under this Plan are subject to the following
terms and conditions:

    (a)  Price. The purchase price per share of Stock deliverable upon the
exercise of each Non-Qualified Stock Option shall be determined by the Board
on the date the option is granted. Such purchase price shall not be less than
one hundred percent (100%) of the Fair Market Value of the Stock on the date
of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Stock at the Fair Market Value of such shares
on the date of surrender or through a "cashless exercise" involving a stock
brokerage firm.

    (b)  Terms of Options. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more
than ten (10) years from the date of grant. Except as provided herein, no Non-
Qualified Stock Option granted under this Plan is transferable except by will
or the laws of descent and distribution.  The Board shall have discretionary
authority to permit the transfer of any Non-Qualified Stock Option to members
of a Participant's immediate family, including trusts for the benefit of such
family members and partnerships in which such family members are the only
partners; provided, however, that a transferred Non-Qualified Stock Option may
be exercised by the transferee on any date only to the extent that the
Participant would have been entitled to exercise the Non-Qualified Stock
Option on such date had the Non-Qualified Stock Option not been transferred. 
Any transferred Non-Qualified Stock Option shall remain subject to the terms
and conditions of the Participant's stock option agreement.

    (c)  Termination of Service.  Unless otherwise determined by the Board,
upon the termination of a Participant's employment (or, in the case of a
Director, service as a member of the Board) for any reason other than

                                       3
Disability, death or Termination for Cause, the Participant's Non-Qualified
Stock Options shall be exercisable only as to those shares which were
immediately exercisable by the Participant at the date of termination and only
for a period of one (1) year following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the
award of an Option, in the event of Termination for Cause, all rights under
the Participant's Non-Qualified Stock Options shall expire upon termination.
In the event of death or termination as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether
or not exercisable at such time, shall be exercisable by the Participant or
his legal representatives or beneficiaries of the Participant for two (2)
years or such longer period as determined by the Board following the date of
the Participant's death or termination of service due to Disability, provided
that in no event shall the period extend beyond the expiration of the Non-
Qualified Stock Option term.

    SECTION 7.     INCENTIVE STOCK OPTIONS

    The Board may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

    (a)  Price.  The purchase price per share of Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
However, if a Participant owns (or, under Section 422(d) of the Code, is
deemed to own) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of Stock, the purchase price per share of
Stock deliverable upon the exercise of each Incentive Stock Option shall not
be less than one hundred ten percent (110%) of the Fair Market Value of the
Stock on the date of grant. Shares may be purchased only upon payment of the
full purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Stock at the Fair Market Value of
such shares on the date of surrender or through a "cashless exercise"
involving a stock brokerage firm.

    (b)  Amounts of Options.  Subject to Sections 4(b) and (c), Incentive
Stock Options may be granted to any eligible employee in such amounts as
determined by the Board. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year shall not exceed $100,000. The provisions of this Section
7(b) shall be construed and applied in accordance with Section 422(d) of the
Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock
Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified Stock Options.

    (c)  Terms of Options.  The term during which each Incentive Stock Option
may be exercised shall be determined by the Board, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten (10)
years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Stock representing more than ten
percent (10%) of the total combined voting power of the Corporation (or, under
Section 422(d) of the Code, is deemed to own Stock representing more than ten
percent (10%) of the total combined voting power of all such classes of Stock,
by reason of the ownership of such classes of Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five (5) years from the date of grant. No Incentive Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.

    (d)  Termination of Employment.  Upon the termination of a Participant's
service for any reason other than Disability, death or Termination for Cause,
the Participant's Incentive Stock Options which are then exercisable at the
date of termination may only be exercised by the Participant for a period of
three (3) months following termination, after which time they shall be void.
Notwithstanding any provisions set forth herein nor contained in any

                                       4
Agreement relating to an award of an Option, in the event of Termination for
Cause, all rights under the Participant's Incentive Stock Options shall expire
immediately upon termination.

    Unless otherwise determined by the Board, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's
legal representatives or the beneficiaries of the Participant for one (1) year
following the date of the Participant's death or termination of employment as
a result of Disability. In no event shall the exercise period extend beyond
the expiration of the Incentive Stock Option term.

    (f)  Compliance with Code.  The options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in
the event that he disposes of Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he
received Stock upon the exercise of an Incentive Stock Option and shall comply
with any other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.

    SECTION 8.     EXTENSION

    The Board may, in its sole discretion, extend the dates during which all
or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted without the
Participant's consent if it would cause Incentive Stock Options issued under
the Plan to fail to comply with Section 422 of the Code.

    SECTION 9.     GENERAL PROVISIONS APPLICABLE TO OPTIONS

    (a)  Each Option under the Plan shall be evidenced by writing delivered to
the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable tax and regulatory laws and accounting
principles.

    (b)  Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

    (c)  Notwithstanding anything in this Plan to the contrary, in the event
of a Change in Control, all then outstanding Options shall become one hundred
percent (100%) vested and exercisable as of the effective date of the Change
in Control.  If, in connection with or as a consequence of a Change in
Control, the Corporation is merged into or consolidated with another
corporation, if the Corporation becomes a subsidiary of another corporation or
if the Corporation sells or otherwise disposes of substantially all of its
assets to another corporation, then unless provisions are made in connection
with such transactions for the continuance of the Plan and/or the assumption
or substitution of then outstanding Options with new options covering the
stock of the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, such
Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant shall be paid in cash an amount
equal to the difference between the Fair Market Value of the Stock subject to
the Options on the effective date of such corporate event and the exercise
price of the Options.  Notwithstanding anything in this Section 9(c) or any
Option agreement to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board may, in its discretion, take any action necessary to
preserve the use of pooling of interests accounting.

                                       5
(d)  The Corporation shall be entitled to withhold (or secure payment from
the Participant in lieu of withholding) the amount of any withholding or other
tax required by law to be withheld or paid by the Corporation with respect to
any Options exercised under this Plan, and the Corporation may defer issuance
of Stock hereunder until and unless indemnified to its satisfaction against
any liability for any such tax.  The amount of such withholding or tax payment
shall be determined by the Board or its delegate and shall be payable by the
Participant at such time as the Board determines.  To the extent authorized by
the Board, such withholding obligation may also be satisfied by the payment of
cash by the Participant to the Corporation, the tendering of previously
acquired shares of Stock of the Participant or the withholding, at the
appropriate time, of shares of Stock otherwise issuable to the Participant, in
a number sufficient, based upon the Fair Market Value of such Stock, to
satisfy such tax withholding requirements.  The Board shall be authorized, in
its sole discretion, to establish such rules and procedures relating to any
such withholding methods as it deems necessary or appropriate, including,
without limitation, rules and procedures relating to elections by Participants
who are subject to the provisions of Section 16 of the Exchange Act.

    (e)  Subject to the terms of the Plan, the Board may at any time, and from
time to time, amend, modify or terminate the Plan or any outstanding Option
held by a Participant, including substituting therefor another Option of the
same or a different type or changing the date of exercise or realization,
provided that the Participant's consent to each action shall be required
unless the Board determines that the action, taking into account any related
action, would not materially and adversely affect the Participant.

    SECTION 10.  MISCELLANEOUS

    (a)  No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the
right to continued employment or service on the Board. The Corporation
expressly reserves the right at any time to dismiss a Participant free from
any liability or claim under the Plan, except as expressly provided in the
Plan or the applicable Option.

    (b)  Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

    (c)  Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Stock to be distributed under the Plan
until he or she becomes the holder thereof.

    (d)  Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

    (e)  No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board be liable for any agreement issued pursuant to
this Plan or any grants under it. Each member of the Board shall be
indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.

    (f)  The Plan shall be effective on October 1, 1998 but only if, prior to
such date, the Plan is approved by the Corporation's shareholders.  The Plan
will be so approved if at an annual or special meeting of shareholders held
prior to such date a quorum is present and the votes of the holders of a
majority of the securities of the Corporation present or represented by proxy
and entitled to vote on such matter shall be cast in favor of its approval.

    (g)  The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any
applicable tax laws or regulatory requirement.

                                       6
(h)  Options may not be granted under the Plan after the tenth anniversary
of the effective date of the Plan, but then outstanding Options may extend
beyond such date.

    (i)  To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Washington  other
than the conflict of laws provisions of such laws.

                                *      *      *

Adopted by the Board of Directors of Riverview Bancorp, Inc. on April 15,
1998.

                                       7
Exhibit 99.3

                Management Recognition and Development Plan
RIVERVIEW BANCORP, INC.
                MANAGEMENT RECOGNITION AND DEVELOPMENT PLAN

    SECTION 1.     PURPOSE AND ADOPTION OF THE PLAN

    (a)  PURPOSE.  The purpose of the Riverview Bancorp, Inc. Management
Recognition and Development Plan ("Plan") is to assist the Corporation and its
subsidiaries in attracting, retaining and motivating key management employees
and non-employee directors who will contribute to the Corporation's success. 
The Plan is intended to recognize the contributions of key management
personnel to the success of the Corporation and its subsidiaries, to link the
benefits paid to eligible employees and directors who have substantial
responsibility for the successful operation, administration and management of
the Corporation with the enhancement of shareholder value and to provide
eligible employees and directors with an opportunity to acquire a greater
proprietary interest in the Corporation through the grant of restricted shares
of Stock which, in accordance with the terms and conditions set forth below,
will vest only if the employees meet the vesting criteria established by the
Board and this Plan.

    (b)  ADOPTION AND EFFECTIVE DATE.  The Plan shall be effective on October
1, 1998 but only if, prior to such date, the Plan is approved by the
Corporation's shareholders.  The Plan will be so approved if at an annual or
special meeting of shareholders held prior to such date a quorum is present
and the votes of the holders of a majority of the securities of the
Corporation present or represented by proxy and entitled to vote on such a
matter shall be cast in favor of its approval.

    SECTION 2.     DEFINITIONS

    For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

    AWARD AGREEMENT means a written agreement between the Corporation and a
Participant specifically setting forth the terms and conditions of an award of
Restricted Stock granted to a Participant pursuant to Section 5 of the Plan.

    BOARD means the Board of Directors of the Corporation.

    CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the common stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets or a plan of partial or complete liquidation. 
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom.

    CORPORATION means Riverview Bancorp, Inc., a Washington corporation, and
its successors.

    DATE OF GRANT means the date as of which an award of Restricted Stock is
granted in accordance with Section 5.

    DIRECTOR means a member of the Board of Directors of the Corporation who
is not also an employee of the Corporation or its subsidiaries.

    DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant
immediately prior to the commencement of such disability.  The determination
of whether a Participant is disabled shall be made by the Board in its sole
and absolute discretion.

    EFFECTIVE DATE means the date as of which the Plan shall become effective,
as determined in accordance with Section 1(b).

    EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

    FAIR MARKET VALUE  shall be determined as follows:

    (a)  If the stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.

    (b)  If the stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.

    PARTICIPANT means any person selected by the Board, pursuant to Section
3(b), to participate under the Plan.

    PLAN means this Riverview Bancorp, Inc. Management Recognition and
Development Plan, as the same may be amended from time to time.

    RESTRICTED STOCK means shares of Stock awarded to a Participant subject to
restrictions as described in Section 5.

    STOCK means the common stock, par value $0.01 per share, of the
Corporation.

    SECTION 3.     ADMINISTRATION AND PARTICIPATION

    (a)  ADMINISTRATION.  The Plan shall be administered by the Board which
shall have exclusive and final authority and discretion in each determination,
interpretation or other action affecting the Plan and its Participants.  The
Board shall have the sole and absolute authority and discretion to interpret
the Plan, to establish and modify administrative rules for the Plan, to
select, in accordance with Section 3(b), the persons who will be Participants
hereunder, to impose, in accordance with Section 5(a), such conditions and
restrictions as it determines appropriate and to take such other actions and
make such other determinations in connection with the Plan as it may deem
necessary or advisable.

    (b)  DESIGNATION OF PARTICIPANTS.  Participants in the Plan shall be such
employees of the Corporation and its subsidiaries or Directors as the Board,
in its sole discretion, may designate.  The Board shall consider such factors
as it deems pertinent in selecting Participants.

    SECTION 4.     STOCK ISSUABLE UNDER THE PLAN

    (a)  NUMBER OF SHARES OF STOCK ISSUABLE.  Subject to adjustments as
provided in Section 6(c), the maximum number of shares of Stock available for
issuance under the Plan shall be 142,830.  The Stock to be offered under the
Plan shall be authorized and unissued Stock, Stock which shall have been
reacquired by the Corporation and held in its treasury, or Stock held in a
trust established by the Corporation for the purpose of funding awards under
the Plan with shares acquired on the open market with funds contributed by the
Corporation or any subsidiary.

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(b)  SHARES SUBJECT TO TERMINATED AWARDS.  Shares of Stock forfeited as
provided in Section 5(e) may again be issued under the Plan.

    SECTION 5.     RESTRICTED STOCK

    Subject to the terms of this Plan, the Board may grant to any Participant
an award of Restricted Stock in respect of such number of shares of Stock, and
subject to such terms and conditions relating to forfeitability and
restrictions on delivery and transfer (whether based on performance standards,
periods of service or otherwise), as the Board shall determine in its sole
discretion.  The terms of all such Restricted Stock awards shall be set forth
in an Award Agreement between the Corporation and the Participant which shall
contain such provisions, not inconsistent with this Plan, as shall be
determined by the Board.

    (a)  ISSUANCE OF RESTRICTED STOCK.  As soon as practicable after the Date
of Grant of Restricted Stock, the Corporation shall cause to be transferred on
the books of the Corporation shares of Stock, registered on behalf of the
Participant, evidencing such Restricted Stock, but subject to forfeiture to
the Corporation retroactive to the Date of Grant if an Award Agreement
delivered to the Participant by the Corporation with respect to the Restricted
Stock is not duly executed by the Participant and timely returned to the
Corporation.  Unless the Board determines otherwise, until the lapse or
release of all restrictions applicable to an award of Restricted Stock, the
stock certificates representing such Restricted Stock shall be held in custody
by the Corporation or its designee.  Notwithstanding the foregoing, the
Corporation may, in its sole discretion, establish a trust for the purpose of
holding Restricted Stock awarded pursuant to this Plan.  In the event that a
trust is established, the Corporation may elect to hold any or all shares of
Stock subject to awards in the name of the trust for the benefit of the
Participant and subject to the forfeiture conditions applicable to the award.

    (b)  SHAREHOLDER RIGHTS.  Beginning on the Date of Grant of the Restricted
Stock and subject to execution of the Award Agreement as provided in Section
5(a), the Participant shall become a shareholder of the Corporation with
respect to all Stock subject to the Award Agreement and shall have all of the
rights of a shareholder, including, but not limited to, the right to vote such
Stock and the right to receive dividends and other distributions paid with
respect to such Stock; provided, however, that any Stock distributed as a
dividend or otherwise with respect to any Restricted Stock as to which the
restrictions have not yet lapsed shall be subject to the same restrictions as
such Restricted Stock and shall be held as prescribed in Section 5(a).  Cash
dividends paid with respect to Restricted Stock may, at the Board's
discretion, be held by the Corporation in escrow until such time as the
Participant vests in such shares or distributed to the Participant during the
forfeiture period.  The Corporation may credit a reasonable rate of interest
to such cash dividends prior to distribution.

    (c)  RESTRICTION ON TRANSFERABILITY.  None of the Restricted Stock may be
assigned, transferred (other than by will or the laws of descent and
distribution), pledged, sold or otherwise disposed of prior to lapse or
release of the restrictions applicable thereto.

    (d)  DELIVERY OF STOCK UPON RELEASE OF RESTRICTIONS.  Upon expiration or
earlier termination of the forfeiture period without a forfeiture, and the
satisfaction of or release from any other conditions prescribed by the Board,
the restrictions applicable to the Restricted Stock shall lapse.  As promptly
as administratively feasible thereafter, subject to the requirements of
Section 6(b), the Corporation shall deliver to the Participant or, in case of
the Participant's death, to the Participant's legal representatives, one or
more stock certificates for the appropriate number of shares of Stock, free of
all such restrictions, except for any restrictions that may be imposed by law.
    (e)  TERMS OF RESTRICTED STOCK; FORFEITURE OF RESTRICTED STOCK.  All
Restricted Stock shall be forfeited and returned to the Corporation and all
rights of the Participant with respect to such Restricted Stock shall cease
and terminate in their entirety if during the forfeiture period the employment
(or, in the case of a Director, service) of the Participant with the
Corporation and/or its subsidiaries terminates for any reason.  Subject

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to the terms of the Plan, the Board, in its sole discretion, shall establish
the forfeiture period for each grant of Restricted Stock, and may provide for
the forfeiture period to lapse in installments.  Notwithstanding the
foregoing, upon the termination of a Participant's employment (or, in the case
of a Director, service) by reason of death or Disability, all forfeiture
restrictions imposed on Restricted Stock shall immediately and fully lapse. 
In addition, upon the effective date of a Change in Control, all forfeiture
restrictions imposed on outstanding Restricted Stock awards shall immediately
and fully lapse.

    SECTION 6.  MISCELLANEOUS

    (a)  LIMITATIONS ON TRANSFER.  The rights and interest of a Participant
under the Plan may not be assigned or transferred other than by will or the
laws of descent and distribution.  During the lifetime of a Participant, only
the Participant personally may exercise rights under the Plan.
 
    (b)  TAXES.  The Corporation shall be entitled to withhold (or secure
payment from the Participant in lieu of withholding) the amount of any
withholding or other tax required by law to be withheld or paid by the
Corporation with respect to any Stock issuable under this Plan, or with
respect to any income recognized upon the lapse of restrictions applicable to
Restricted Stock and the Corporation may defer issuance of Stock hereunder
until and unless indemnified to its satisfaction against any liability for any
such tax.  The amount of such withholding or tax payment shall be determined
by the Board or its delegate and shall be payable by the Participant at such
time as the Board determines.  To the extent authorized by the Board, such
withholding obligation may be satisfied by the payment of cash by the
Participant to the Corporation, the tendering of previously acquired shares of
Stock of the Participant or the withholding, at the appropriate time, of
shares of Stock otherwise issuable to the Participant, in a number sufficient,
based upon the Fair Market Value of such Stock, to satisfy such tax
withholding requirements.  The Board shall be authorized, in its sole
discretion, to establish such rules and procedures relating to any such
withholding methods as it deems necessary or appropriate, including, without
limitation, rules and procedures relating to elections by Participants who are
subject to the provisions of Section 16 of the Exchange Act.

    (c)  ADJUSTMENTS TO REFLECT CAPITAL CHANGES.  The amount and kind of Stock
available for issuance under the Plan and the limit on the number of shares of
Stock in respect of which awards may be made to any Participant in any
calendar year shall be appropriately adjusted to reflect any stock dividend,
stock split, combination or exchange of shares, merger, consolidation or other
change in capitalization with a similar substantive effect upon the Plan.  The
Board shall have the power and sole discretion to determine the nature and
amount of the adjustment, if any, to be made pursuant to this Section 6(c).

    (d)  NO RIGHT TO AWARD; NO RIGHT TO EMPLOYMENT.  No employee or other
person shall have any claim of right to be permitted to participate or be
granted an award under this Plan.  Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be retained
in the employ of the Corporation.

    (e)  GOVERNING LAW.  The Plan and all determinations made and actions
taken pursuant to the Plan shall be governed by the laws of the State of
Washington other than the conflict of law provisions of such laws, and shall
be construed in accordance therewith.

    (f)  CAPTIONS.  The captions (i.e., all Section and subsection headings)
used in the Plan are for convenience only, do not constitute a part of the
Plan, and shall not be deemed to limit, characterize or affect in any way any
provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions had been used in the Plan.

    (g)  SEVERABILITY.  Whenever possible, each provision in the Plan and
every Award Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of the Plan or any Award
Agreement shall be held to be prohibited by or invalid under applicable law,
then (x) such provision shall

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be deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (y) all other provisions of
the Plan and every Award Agreement shall remain in full force and effect.

    (h)  LEGENDS.  All certificates for Stock delivered under the Plan shall
be subject to such transfer restrictions set forth in the Plan and such other
restrictions as the Board may deem advisable under the rules, regulations and
other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Stock is then listed and any applicable federal or
state securities law, and the Board may cause a legend or legends to be
endorsed on any such certificates making appropriate references to such
restrictions.

    (i)  AMENDMENT AND TERMINATION.

    (A)  AMENDMENT.  Subject to applicable law and regulations, the Board
shall have complete power and authority to amend the Plan at any time it is
deemed necessary or appropriate; provided, however, that no amendment shall be
made without shareholder approval if such approval is necessary for the
Corporation to comply with an applicable tax law or regulatory requirement. 
No termination or amendment of the Plan may, without the consent of the
Participant to whom any award shall theretofore have been granted under the
Plan, adversely affect the right of such individual under such award.

    (B)  TERMINATION.  The Board shall have the right and the power to
terminate the Plan at any time.  Unless sooner terminated by action of the
Board, the Plan shall automatically terminate, without further action of the
Board or the Corporation's shareholders, on the tenth anniversary of the
Effective Date.  No award shall be granted under the Plan after the
termination of the Plan, but the termination of the Plan shall not have any
other effect and any award outstanding at the time of the termination of the
Plan shall continue in effect in accordance with its terms as if the Plan has
not terminated.

                                *      *      *

Adopted by the Board of Directors of Riverview Bancorp, Inc. on April 15,
1998.

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