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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K
                                 CURRENT REPORT
                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 1998

                                CITIZENS BANCORP
             (Exact name of registrant as specified in its charter)


                                     Oregon
                 (State or other jurisdiction of incorporation)

       0-23277                                   91-1841688
(Commission File Number)              (IRS Employer Identification NO.)

   275 SW Third Street, Corvallis, OR                 97339
(Address of principal executive offices)           (Zip Code)


Registrant's telephone number, including area code): (541) 752-5161

                                      N/A
         (Former name of former address, if changed since last report)
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Item 4  Changes in Registrant's Certifying Accountant

        In December of 1997 the Company's management recommended to the Audit
        Committee of the Board of Directors that the Company solicit bids from
        independent certified public accountants to perform the Company's
        accounting and auditing work beginning in the 1998 fiscal year. The
        Audit Committee approved the recommendation, and directed management to
        schedule interviews to evaluate qualified candidates to serve as the
        Company's independent accountant.

        The recommendation did not arise from any disagreements, within the
        meaning of Item 304 of Regulation S-K, between the Company and the
        Company's present independent accountant, David O. Christensen,
        Certified Public Accountant and Consultants ("Christensen"), and there
        have been no such disagreements, or any matters reportable under
        paragraph (a)(1)(ii) of Item 304, with respect to any Company financial
        statement, audit, report or tax return or any matters relating thereto
        for the Company's two most recent fiscal years or any subsequent interim
        period.

        The Board's Audit Committee scheduled interviews with three accounting
        firms as part of its review and evaluation process. Christensen was
        invited to be considered as a candidate for the Company's accounting and
        auditing work and to be included among firms interviewed. Christensen
        notified the Company on January 9, 1998, to decline to stand for
        consideration or for re-election as the Company's independent
        accountant. The Audit Committee held its interviews on February 11,
        1998, and thereafter recommended that the accounting firm of Knight,
        Vale and Gregory, Inc., P.S. ("KVG") be retained as the Company's
        independent accountant. The recommendation was approved by the Board of
        Directors on February 17, 1998.

        Christensen continues to be retained by the Company to complete the
        Company's Fiscal 1997 financial statements, audit, and tax return.
        Beginning on February 18, 1998, KVG commenced providing accounting and
        audit services to the Company for matters arising in fiscal 1998.

Item 7  Financial Statements and Exhibits

        (a) Financial statements - not applicable 
        (b) Pro Forma financial information - not applicable

        (c) Exhibit
               (16)   Letter of David O. Christensen CPA and Consultants to the
                      Securities and Exchange Commission included herein
                      pursuant to the requirement of Item 304(a) of Regulation
                      S-K.

                                   Signatures

        Pursuant to the requirements of the Securities Act of 1934, the
        registrant has duly caused this report to be signed on its behalf by the
        undersigned hereunto duly authorized.

                                          Citizens Bancorp/OR

         Date:  February 24, 1998         By:  /s/ Lark E. Wysham
                                             -----------------------------------
                                          Name:  Lark E. Wysham
                                          Title: Senior Vice President
                                                 and Chief Financial Officer