Exhibit 99

                           KLAMATH FIRST BANCORP, INC.

                                   Exhibit 99

                             AUDIT COMMITTEE CHARTER

Mission

The mission of the Audit  Committee of the Board of Directors  (the  "Board") of
Klamath First Bancorp,  Inc.,  (the  "Company")  shall be to assist the Board in
fulfilling  its  responsibilities  by overseeing and reporting to the Board with
respect to: (1) the quality and integrity of the Company's financial  statements
and related  reporting;  (2) the Company's  compliance with legal and regulatory
requirements;  (3)  the  external  auditor's  qualifications,  independence  and
performance;  (4) the  performance  of the Company's  internal  audit  function,
including the adequacy of the Company's  internal  controls;  and (5) such other
matters as may be assigned by the Board. The Audit Committee shall maintain free
and open communication with the Board, external auditors, internal auditors, and
management.  In  carrying  out its  mission,  the  Audit  Committee  shall  have
discretion to initiate such  investigations as it shall deem necessary and shall
have standing  authority to employ special  counsel or experts in  circumstances
when it  determines  that  necessary  resources  cannot be  provided  by regular
support  staff.  The  Audit  Committee  shall  coordinate  and act as the  audit
committee for all the Company's operations, including subsidiary companies.

Composition

The Audit  Committee  shall consist of three or more directors  appointed by the
Board,  each  of  whom  shall  be  independent  directors,  and  free  from  any
relationship  that,  in the  opinion  of the  Board,  would  interfere  with the
exercise  of his or her  independent  judgment  as a  member  of the  Committee.
"Independent  director"  shall have the same  meaning  as  defined  in  National
Association of Securities Dealers,  Inc., ("NASD") Rule 4200. All members of the
Audit  Committee  shall be able to read  and  understand  fundamental  financial
statements,  including the Company's  income  statement,  balance sheet and cash
flow statement. At least one member of the Audit Committee shall have accounting
or related financial management expertise as prescribed by NASD Rule 4350(d).

Meetings

Regular  meetings of the Audit  Committee  shall be held no less frequently than
quarterly, on a schedule to be adopted by the Audit Committee.  Special meetings
of the Audit  Committee  may be held for any purpose when called by the Chair or
any member.  The Audit  Committee may meet in separate  executive  sessions with
management,  external  auditors,  and internal audit to discuss any matters that
the  Audit  Committee  or  any of  these  groups  believe  should  be  discussed
privately.

Duties

To fulfill its responsibilities and duties, the Audit Committee shall:

     1.   Review and update this Charter  periodically,  at least  annually,  as
          conditions dictate.

     2.   Maintain or enhance their  familiarity  with finance and accounting by
          participating  in  appropriate   educational  programs  as  they  deem
          necessary.

     3.   Establish  procedures  for the  receipt,  retention  and  treatment of
          complaints   received  regarding   accounting,   internal   accounting
          controls, or auditing matters,  including the confidential,  anonymous
          submission  by Company  employees of concerns  regarding  questionable
          accounting or auditing matters.

     4.   Engage and  determine  the funding for outside  legal,  accounting  or
          other advisors as it deems necessary to carry out its duties.

Financial Statements and External Auditor

     1.   Appoint,  determine funding for and oversee the public accounting firm
          to be used as the external  auditor,  including its  independence  and
          effectiveness.  The external auditor is ultimately  accountable to the
          Audit  Committee,  as  representatives  of  shareholders.   The  Audit
          Committee  has  the  sole  authority  and  responsibility  to  select,
          evaluate, and where appropriate, replace the external auditor.

     2.   Receive  and  review  a formal  written  statement  from the  external
          auditor  delineating  all  relationships  between  the auditor and the
          Company, consistent with Independence Standards Board Statement 1. The
          Audit  Committee will actively  discuss with the external  auditor any
          disclosed  relationships  or services that may impact the  objectivity
          and independence of the auditor, and will take any appropriate actions
          to ensure the independence of the external auditor.

     3.   Review the plan,  scope, and results of the external  auditor's annual
          audit of the  Company's  financial  statements,  including  its report
          thereon,  conclusions regarding significant accounting estimates,  and
          recommendations  with  respect to  accounting  practices,  policies or
          procedures.

     4.   Review with management and the external  auditor their  assessments of
          the adequacy of internal  controls,  and the  resolution of identified
          material  weaknesses and reportable  conditions in internal  controls,
          including  the  prevention  or  detection  of  management  override or
          compromise of the internal control structure.

     5.   Resolve any disagreements  between the external auditor and management
          regarding  financial  reporting.  The Audit Committee may also discuss
          with  management any issues  regarding the external  auditor,  such as
          management's  evaluation of factors relating to the external auditor's
          independence.

     6.   Approve  before use all  external  audit  services  and any  non-audit
          services of the external auditor as may be permitted by Section 10A of
          the Security Exchange Act of 1934. Management shall not have authority
          to engage the external auditor for any services without prior approval
          of the Audit Committee.

     7.   Discuss (or appoint a Committee member to discuss) quarterly financial
          statements  and  earnings  press  releases  with  management  and  the
          external auditor

     8.   Review  with  management  the  Company's   compliance  with  laws  and
          regulations designated by its regulators,  including,  but not limited
          to those  related  to safety and  soundness,  loans to  insiders,  and
          dividend restrictions.

     9.   Report promptly to the Board its deliberations and recommendations.

Internal Audit

     1.   Review and approve  annually  the  internal  audit plan and  financial
          budget,  including the risk assessments of proposed  activities of the
          Internal Audit Department.

     2.   Receive  reports,  at least annually,  from the Chief Auditor covering
          organization and staffing of the Internal Audit  department,  scope of
          activities,  procedures  for  selection  of audits and other  relevant
          information.

     3.   Review  internal audit and credit  examination  reports and management
          responses at least  quarterly,  including status reports of corrective
          action on unresolved  issues.  Review  variances  from audit plans and
          budgets.

     4.   Review the results of regulatory  compliance  self-assessments and any
          corrective action.

     5.   Review and concur in the  appointment,  replacement,  reassignment  or
          dismissal of the manager of the Internal Audit Department.