<PAGE>

As filed with the Securities and Exchange Commission on July 25, 1997           
                                       Registration No. 333-                    
------------------------------------------------------------------------------- 

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

                               Centennial Bancorp
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Oregon                                   93-0792841
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                       Identification No.)

    675 Oak Street, P.O. Box 1560
    Eugene, Oregon                                             97440
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

                       Restated 1995 Stock Incentive Plan
                       ----------------------------------
                            (Full title of the plan)

                               Richard C. Williams
                      President and Chief Executive Officer
                               Centennial Bancorp
                          675 Oak Street, P.O. Box 1560
                                Eugene, OR 97440
                                 (541) 342-3970
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                                 Carol Dey Hibbs
                     Tonkon, Torp, Galen, Marmaduke & Booth
                               1600 Pioneer Tower
                              888 S.W. Fifth Avenue
                             Portland, Oregon 97204
                                 (503) 221-1440


<PAGE>

                         CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed
 Title of                   Maximum      Maximum
Securities    Amount to     Offering     Aggregate   Amount of
  to be       be Regis-     Price Per    Offering    Registra-
Registered    tered (1)     Share (2)    Price (2)   tion Fee (2)
----------    ---------     ---------    ---------   ------------

Common
Stock,        147,708        $10.26      $1,515,484    $  460
$2.00 par      shares
value

Common
Stock,        131,802        $25.63      $3,378,086    $1,024
$2.00 par
value

  Total                                                $1,484


(1) This filing registers  279,510 shares of the Company's Common Stock reserved
for issuance under the Company's  Employee  Stock Purchase Plan.  There are also
registered an undetermined  number of additional shares of Common Stock that may
become  available for purchase in accordance with the provisions of the Plans in
the event of a change in the  outstanding  shares of Common  Stock,  including a
recapitalization.

(2) Based upon (a) the actual price for 147,708  shares of the Company's  Common
Stock subject to previously granted options (which are exercisable at a price of
$10.26 per share) and (b) the estimated  proposed maximum offering price for the
other  131,802  shares  reserved  for  issuance  under the  Restated  1995 Stock
Incentive Plan,  estimated  solely for purposes of calculating the  registration
fee,  based upon the  average of the high and low prices of the Common  Stock on
July 23, 1997, as reported by the Nasdaq National Market ($25.63).

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

                  The following documents filed by Centennial Bancorp, an Oregon
corporation  (the  "Company"),  with the Securities and Exchange  Commission are
incorporated by reference in this registration statement:

                    (a) The  Company's  annual  report on Form 10-K for the year
                    ended December 31, 1996;

                    (b) The Company's quarterly report on Form Form 10-Q for the
                    quarter ended March 31, 1997; and

                    (c) The description of the Company's common stock, $2.00 par
                    value  (the  "Common  Stock"),  set  forth in the  Company's
                    registration  statement on Form SB-2, as declared  effective
                    on April 19, 1994 (Registration No. 33-76944).

                  All documents filed by the Company  subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of  1934,  as  amended  (the  "Exchange  Act"),  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.


Item 4.  Description of Securities.

                  Not applicable.


Item 5.  Interests of Named Experts and Counsel.

                  None.


Item 6.  Indemnification of Directors and Officers.

                  Under the  Oregon  Revised  Statutes  ("ORS"),  the  Company's
Restated  Articles  of  Incorporation,  as  amended  (the  "Articles"),  and the
Company's  Restated  Bylaws,  as amended (the  "Bylaws"),  the Company has broad
powers to indemnify  directors and officers  against  liabilities  that they may
incur in such capacities.

                  Under ORS 60.387 to ORS  60.414,  a person who is made a party
to a  proceeding  because  such  person is or was an officer or  director of the
corporation  shall be indemnified by the corporation  (unless the  corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred  by such person in  connection  with the  proceeding  if such person is
wholly  successful  on the  merits  or  otherwise  or if  ordered  by a court of
competent  jurisdiction.  In addition,  a  corporation  is permitted  under such
sections to indemnify such persons  against  liability  incurred in a proceeding
if:  (i) such  person's  conduct  was in good  faith  and in a manner  he or she
reasonably  believed was in the corporation's best interests,  or, at least, not
opposed  to its best  interests;  (ii) such  person had no  reasonable  cause to
believe  his or her  conduct  was  unlawful  if the  proceeding  was a  criminal
proceeding;  (iii) such person was not adjudged liable to the corporation if the
proceeding  was  by  or  in  the  right  of  the   corporation  (in  which  case
indemnification  is limited to such person's  reasonable  expenses in connection
with the proceeding);  and (iv) such person was not adjudged liable on the basis
that he or she improperly received a personal benefit.
<PAGE>

                  The  Articles  require  the  indemnification  of an officer or
director made or threatened to be made party to a proceeding because such person
is or was an  officer or  director  of the  Company  or one of its  subsidiaries
against  certain  liabilities  and expenses if: (1) the  officer's or director's
conduct  was in good  faith;  (ii) the  officer  or  director  did not engage in
intentional  misconduct;  and (iii) in the case of a  criminal  proceeding,  the
officer or director  did not know the conduct was  unlawful.  In the case of any
proceeding by or in the right of the Company, an officer or director is entitled
to  indemnification  against certain  expenses,  except that no  indemnification
generally would be made if: (i) the officer or director has been adjudged liable
for deliberate  misconduct in the performance of a duty to the Company; (ii) the
officer or director received an improper personal benefit;  (iii) the officer or
director  breached  a duty of  loyalty to the  Company;  or (iv) the  officer or
director   received  a   distribution   that  was  unlawful  under  Oregon  law.
Indemnification  may also be provided to person other than officers or directors
under certain circumstances.

                  The Articles  also provide that no director  will be liable to
the Company or its  shareholders for monetary damages for conduct as a director,
except that  personal  liability  may exist for any:  (i) breach of a director's
duty of loyalty to the Company or its shareholders;  (ii) act or omission not in
good faith or that involves intentional misconduct or a knowing violation of the
law; (iii) unlawful distribution to shareholders; or (iv) transaction from which
the director receives an improper personal benefit.


Item 7.  Exemption from Registration Claimed.

                  Not applicable.


Item 8.  Exhibits.

                  The exhibits listed in the Index to Exhibits, which appears on
page II-7 herein, are filed as part of this registration statement.


Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement:

                           (i) To include  any  prospectus  required  by section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

                           (iii)  To  include  any  material   information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  registration   statement  or  any
                           material   change   to   such   information   in  the
                           registration statement;

                  PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the registration statement.
<PAGE>

                  (2) That, for the purpose of determining  any liability  under
                  the Securities Act, each such  post-effective  amendment shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant  pursuant  to the  above-referenced  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 such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Eugene, Oregon, on July 25, 1997.

                                        CENTENNIAL BANCORP



                                        By:   /s/Richard Williams
                                        -------------------------
                                             Richard C. Williams
                                             President and Chief Executive
                                              Officer


                                POWER OF ATTORNEY

                  KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each  person  whose
signature appears below hereby  constitutes and appoints Richard C. Williams and
Michael J. Nysingh,  and each of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution  for him in any and all  capacities,  to
sign any and all amendments or  post-effective  amendments to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto each such  attorney  and agent full power and  authority  to do any and all
acts and things  necessary or advisable in  connection  with such  matters,  and
hereby  ratifying and confirming  all that each such attorney and agent,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
<PAGE>

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date(s) indicated:

PRINCIPAL EXECUTIVE OFFICER:                                       DATE:



/s/ Richard C. Williams                                            July 25, 1997
----------------------------
Richard C. Williams
President, Chief Executive
Officer and Director

PRINCIPAL FINANCIAL OFFICER:



/s/ Michael J. Nysingh                                             July 23, 1997
----------------------------
Michael J. Nysingh
Chief Financial Officer

DIRECTORS:



/s/ Dan Giustina                                                   July 23, 1997
----------------------------
Dan Giustina


/s/ Cordy H. Jensen                                                July 23, 1997
----------------------------
Cordy H. Jensen


                                                                   July __, 1997
____________________________
Robert L. Newburn


/s/ Brian B. Obie                                                  July 25, 1997
----------------------------
Brian B. Obie


<PAGE>



                                INDEX TO EXHIBITS
EXHIBIT
NUMBER      EXHIBIT                                                         PAGE
------      -------                                                         ----

4.1         Restated Articles of Incorporation,
            as amended(1)

4.2         Restated Bylaws, as amended(2)

5.1         Opinion of Tonkon, Torp, Galen, Marmaduke & Booth                  8

23.1        Consent of Coopers & Lybrand L.L.P., Independent
            Accountants                                                        9

23.2        Consent of Tonkon, Torp, Galen, Marmaduke & Booth
            (included in Exhibit 5.1)                                           

24.1        Power of Attorney (See Page II-5)

99.1        Restated 1995 Stock Incentive Plan(3)

99.2        Form of Incentive Stock Option Agreement entered into
            between registrant and certain officers and employees
            pursuant to registrant's Restated 1995 Stock Incentive
            Plan(3)

99.3        Form of  Nonstatutory  Stock  Option  Agreement entered
            into between registrant and its nonemployee directors
            pursuant to registrant's Restated 1995 Stock Incentive
            Plan(4)

99.4        Nonstatutory (Nonqualified) Stock Option Agreement
            dated November 22, 1995, between registrant and
            Richard C. Williams(4)

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

(1)  Incorporated by reference from the Company's  quarterly report on Form 10-Q
for the quarter ended June 30, 1990.

(2)  Incorporated  by reference  from the  Company's  annual report on Form 10-K
filed for the fiscal year ended December 31, 1992.

(3)  Incorporated by reference from the Company's annual report on Form 10-K for
the year ended December 31, 1996.

(4)  Incorporated  by reference  from the  Company's  annual report on Form 10-K
filed for the year ended December 31, 1995.


Other exhibits listed in Item 601 of Regulation S-B are not applicable.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18756}]
{"company-data": {"conformed-name": "CENTENNIAL BANCORP", "cik": "0000702430", "assigned-sic": "6022", "irs-number": "930792841", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32081", "film-number": "97645488"}, "business-address": {"street1": "675 OAK ST", "city": "EUGENE", "state": "OR", "zip": "97401", "phone": "5033423970"}, "mail-address": {"street1": "675 OAK STREET", "city": "EUGENE", "state": "OR", "zip": "97401"}, "former-company": {"former-conformed-name": "VALLEY WEST BANCORP", "date-changed": "19900812"}}
As filed with the Securities and Exchange Commission on July 25, 1997           
                                       Registration No. 333-                    
------------------------------------------------------------------------------- 

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

                               Centennial Bancorp
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Oregon                                   93-0792841
--------------------------------------------------------------------------------
(State or other jurisdiction of                      (IRS Employer
incorporation or organization)                       Identification No.)

    675 Oak Street, P.O. Box 1560
    Eugene, Oregon                                             97440
--------------------------------------------------------------------------------
(Address of principal executive offices)                     (Zip Code)

                       Restated 1995 Stock Incentive Plan
                       ----------------------------------
                            (Full title of the plan)

                               Richard C. Williams
                      President and Chief Executive Officer
                               Centennial Bancorp
                          675 Oak Street, P.O. Box 1560
                                Eugene, OR 97440
                                 (541) 342-3970
            ---------------------------------------------------------
            (Name, address and telephone number of agent for service)

                                   Copies to:

                                 Carol Dey Hibbs
                     Tonkon, Torp, Galen, Marmaduke & Booth
                               1600 Pioneer Tower
                              888 S.W. Fifth Avenue
                             Portland, Oregon 97204
                                 (503) 221-1440
CALCULATION OF REGISTRATION FEE

                            Proposed     Proposed
 Title of                   Maximum      Maximum
Securities    Amount to     Offering     Aggregate   Amount of
  to be       be Regis-     Price Per    Offering    Registra-
Registered    tered (1)     Share (2)    Price (2)   tion Fee (2)
----------    ---------     ---------    ---------   ------------

Common
Stock,        147,708        $10.26      $1,515,484    $  460
$2.00 par      shares
value

Common
Stock,        131,802        $25.63      $3,378,086    $1,024
$2.00 par
value

  Total                                                $1,484

(1) This filing registers  279,510 shares of the Company's Common Stock reserved
for issuance under the Company's  Employee  Stock Purchase Plan.  There are also
registered an undetermined  number of additional shares of Common Stock that may
become  available for purchase in accordance with the provisions of the Plans in
the event of a change in the  outstanding  shares of Common  Stock,  including a
recapitalization.

(2) Based upon (a) the actual price for 147,708  shares of the Company's  Common
Stock subject to previously granted options (which are exercisable at a price of
$10.26 per share) and (b) the estimated  proposed maximum offering price for the
other  131,802  shares  reserved  for  issuance  under the  Restated  1995 Stock
Incentive Plan,  estimated  solely for purposes of calculating the  registration
fee,  based upon the  average of the high and low prices of the Common  Stock on
July 23, 1997, as reported by the Nasdaq National Market ($25.63).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

                  The following documents filed by Centennial Bancorp, an Oregon
corporation  (the  "Company"),  with the Securities and Exchange  Commission are
incorporated by reference in this registration statement:

                    (a) The  Company's  annual  report on Form 10-K for the year
                    ended December 31, 1996;

                    (b) The Company's quarterly report on Form Form 10-Q for the
                    quarter ended March 31, 1997; and

                    (c) The description of the Company's common stock, $2.00 par
                    value  (the  "Common  Stock"),  set  forth in the  Company's
                    registration  statement on Form SB-2, as declared  effective
                    on April 19, 1994 (Registration No. 33-76944).

                  All documents filed by the Company  subsequent to those listed
above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of  1934,  as  amended  (the  "Exchange  Act"),  prior  to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of filing of such documents.

Item 4.  Description of Securities.

                  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

                  None.

Item 6.  Indemnification of Directors and Officers.

                  Under the  Oregon  Revised  Statutes  ("ORS"),  the  Company's
Restated  Articles  of  Incorporation,  as  amended  (the  "Articles"),  and the
Company's  Restated  Bylaws,  as amended (the  "Bylaws"),  the Company has broad
powers to indemnify  directors and officers  against  liabilities  that they may
incur in such capacities.

                  Under ORS 60.387 to ORS  60.414,  a person who is made a party
to a  proceeding  because  such  person is or was an officer or  director of the
corporation  shall be indemnified by the corporation  (unless the  corporation's
articles  of  incorporation   provide  otherwise)  against  reasonable  expenses
incurred  by such person in  connection  with the  proceeding  if such person is
wholly  successful  on the  merits  or  otherwise  or if  ordered  by a court of
competent  jurisdiction.  In addition,  a  corporation  is permitted  under such
sections to indemnify such persons  against  liability  incurred in a proceeding
if:  (i) such  person's  conduct  was in good  faith  and in a manner  he or she
reasonably  believed was in the corporation's best interests,  or, at least, not
opposed  to its best  interests;  (ii) such  person had no  reasonable  cause to
believe  his or her  conduct  was  unlawful  if the  proceeding  was a  criminal
proceeding;  (iii) such person was not adjudged liable to the corporation if the
proceeding  was  by  or  in  the  right  of  the   corporation  (in  which  case
indemnification  is limited to such person's  reasonable  expenses in connection
with the proceeding);  and (iv) such person was not adjudged liable on the basis
that he or she improperly received a personal benefit.
The  Articles  require  the  indemnification  of an officer or
director made or threatened to be made party to a proceeding because such person
is or was an  officer or  director  of the  Company  or one of its  subsidiaries
against  certain  liabilities  and expenses if: (1) the  officer's or director's
conduct  was in good  faith;  (ii) the  officer  or  director  did not engage in
intentional  misconduct;  and (iii) in the case of a  criminal  proceeding,  the
officer or director  did not know the conduct was  unlawful.  In the case of any
proceeding by or in the right of the Company, an officer or director is entitled
to  indemnification  against certain  expenses,  except that no  indemnification
generally would be made if: (i) the officer or director has been adjudged liable
for deliberate  misconduct in the performance of a duty to the Company; (ii) the
officer or director received an improper personal benefit;  (iii) the officer or
director  breached  a duty of  loyalty to the  Company;  or (iv) the  officer or
director   received  a   distribution   that  was  unlawful  under  Oregon  law.
Indemnification  may also be provided to person other than officers or directors
under certain circumstances.

                  The Articles  also provide that no director  will be liable to
the Company or its  shareholders for monetary damages for conduct as a director,
except that  personal  liability  may exist for any:  (i) breach of a director's
duty of loyalty to the Company or its shareholders;  (ii) act or omission not in
good faith or that involves intentional misconduct or a knowing violation of the
law; (iii) unlawful distribution to shareholders; or (iv) transaction from which
the director receives an improper personal benefit.

Item 7.  Exemption from Registration Claimed.

                  Not applicable.

Item 8.  Exhibits.

                  The exhibits listed in the Index to Exhibits, which appears on
page II-7 herein, are filed as part of this registration statement.

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
                  being made, a  post-effective  amendment to this  registration
                  statement:

                           (i) To include  any  prospectus  required  by section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                           (ii) To reflect in the prospectus any facts or events
                           arising after the effective date of the  registration
                           statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the registration statement;

                           (iii)  To  include  any  material   information  with
                           respect to the plan of  distribution  not  previously
                           disclosed  in  the  registration   statement  or  any
                           material   change   to   such   information   in  the
                           registration statement;

                  PROVIDED, HOWEVER, that paragraphs (A)(1)(i) and (A)(1)(ii) do
                  not apply if the  information  required  to be  included  in a
                  post-effective  amendment by those  paragraphs is contained in
                  periodic  reports filed by the registrant  pursuant to Section
                  13 or Section 15(d) of the Exchange Act that are  incorporated
                  by reference in the registration statement.
(2) That, for the purpose of determining  any liability  under
                  the Securities Act, each such  post-effective  amendment shall
                  be deemed to be a new registration  statement  relating to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant  pursuant  to the  above-referenced  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 such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

                  Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in Eugene, Oregon, on July 25, 1997.

                                        CENTENNIAL BANCORP

                                        By:   /s/Richard Williams
                                        -------------------------
                                             Richard C. Williams
                                             President and Chief Executive
                                              Officer

                                POWER OF ATTORNEY

                  KNOW  ALL  MEN  BY  THESE  PRESENTS  that  each  person  whose
signature appears below hereby  constitutes and appoints Richard C. Williams and
Michael J. Nysingh,  and each of them, his true and lawful  attorney-in-fact and
agent,  with full power of substitution  for him in any and all  capacities,  to
sign any and all amendments or  post-effective  amendments to this  registration
statement,  and to file the same, with all exhibits  thereto and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto each such  attorney  and agent full power and  authority  to do any and all
acts and things  necessary or advisable in  connection  with such  matters,  and
hereby  ratifying and confirming  all that each such attorney and agent,  or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this registration statement has been signed by the following persons in
the capacities and on the date(s) indicated:

PRINCIPAL EXECUTIVE OFFICER:                                       DATE:

/s/ Richard C. Williams                                            July 25, 1997
----------------------------
Richard C. Williams
President, Chief Executive
Officer and Director

PRINCIPAL FINANCIAL OFFICER:

/s/ Michael J. Nysingh                                             July 23, 1997
----------------------------
Michael J. Nysingh
Chief Financial Officer

DIRECTORS:

/s/ Dan Giustina                                                   July 23, 1997
----------------------------
Dan Giustina

/s/ Cordy H. Jensen                                                July 23, 1997
----------------------------
Cordy H. Jensen

                                                                   July __, 1997
____________________________
Robert L. Newburn

/s/ Brian B. Obie                                                  July 25, 1997
----------------------------
Brian B. Obie
INDEX TO EXHIBITS
EXHIBIT
NUMBER      EXHIBIT                                                         PAGE
------      -------                                                         ----

4.1         Restated Articles of Incorporation,
            as amended(1)

4.2         Restated Bylaws, as amended(2)

5.1         Opinion of Tonkon, Torp, Galen, Marmaduke & Booth                  8

23.1        Consent of Coopers & Lybrand L.L.P., Independent
            Accountants                                                        9

23.2        Consent of Tonkon, Torp, Galen, Marmaduke & Booth
            (included in Exhibit 5.1)                                           

24.1        Power of Attorney (See Page II-5)

99.1        Restated 1995 Stock Incentive Plan(3)

99.2        Form of Incentive Stock Option Agreement entered into
            between registrant and certain officers and employees
            pursuant to registrant's Restated 1995 Stock Incentive
            Plan(3)

99.3        Form of  Nonstatutory  Stock  Option  Agreement entered
            into between registrant and its nonemployee directors
            pursuant to registrant's Restated 1995 Stock Incentive
            Plan(4)

99.4        Nonstatutory (Nonqualified) Stock Option Agreement
            dated November 22, 1995, between registrant and
            Richard C. Williams(4)

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

(1)  Incorporated by reference from the Company's  quarterly report on Form 10-Q
for the quarter ended June 30, 1990.

(2)  Incorporated  by reference  from the  Company's  annual report on Form 10-K
filed for the fiscal year ended December 31, 1992.

(3)  Incorporated by reference from the Company's annual report on Form 10-K for
the year ended December 31, 1996.

(4)  Incorporated  by reference  from the  Company's  annual report on Form 10-K
filed for the year ended December 31, 1995.

Other exhibits listed in Item 601 of Regulation S-B are not applicable.