UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

This Amendment No. 1 is submitted to amend the amount included as "Proceeds from
sales  of  mortgage  loans"  for  the  year  ended  December  31,  1998  in  the
Consolidated Statement of Cash Flows on page 8 of Exhibit 13.1, Portions of 1998
Annual Report, filed as part of Registrant's Form 10-K for the fiscal year ended
December 31, 1998.


[ X ]    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                    For the fiscal year ended:    December 31, 1998  
                                                         or
[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934
                   For the transition period from  ________ to __________

                         Commission file Number: 0-10489

                               CENTENNIAL BANCORP
                (Name of registrant as specified in its charter)

                                                     
               Oregon                                93-0792841                
      (State of incorporation)          (I.R.S. Employer Identification No.)

                                 675 Oak Street
                              Eugene, Oregon 97401
                    (Address of principal executive offices)

                  Registrant's telephone number: (541) 342-3970

       Securities registered under Section 12(b) of the Exchange Act: None

          Securities registered under Section12(g) of the Exchange Act:

                         Common Stock, without par value
                                (Title of class)

  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
          Yes  /X/    No / /    

  Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K. [ ]

  State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
$196,499,637 aggregate market value as of March 9, 1999, based on the price at
which the stock was sold.

  Indicate the number of shares outstanding of each of the registrant's classes
of common stock, as of the latest practicable date: 16,937,600 shares of Common
Stock on March 9, 1999.

                       DOCUMENTS INCORPORATED BY REFERENCE

Part I and Part II incorporate information by reference from the issuer's Annual
Report to Shareholders for the fiscal year ended December 31, 1998. Part III is
incorporated by reference from the issuer's definitive proxy statement for the
annual meeting of shareholders to be held on May 19, 1999.

<PAGE>

CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

Years ended December 31,                                                  1998                 1997                 1996   
                                                                      -----------          -----------          -----------
<S>                                                                 <C>                  <C>                   <C>    
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income                                                      $11,434,546          $ 9,303,363          $ 6,514,288
     Adjustments to reconcile net income
           to net cash provided by operating
           activities:
           Net gains on sales of securities
                and mortgage loans                                    (2,352,391)          (1,076,784)            (629,835)
           Stock dividends on Federal Home
                Loan Bank stock                                         (372,600)            (345,300)            (325,400)
           Loan loss provision                                         1,500,000            1,250,000              735,000
           Deferred income taxes                                        (437,882)            (113,702)            (310,024)
           Depreciation and amortization                               1,697,578            1,329,421            1,167,936
           Originations of mortgage loans
                held for sale                                       (213,853,812)        (111,645,075)         (67,258,899)
           Proceeds from sales of mortgage loans                     210,152,220          110,506,192           68,853,519
           Changes in assets and liabilities:
                Accrued interest and
                      other assets                                    (1,335,735)             302,160           (1,329,999)
                Accrued interest and
                      other liabilities                                  101,196             (230,165)           1,454,091
                                                                      -----------         -------------------- -----------
           Net cash provided by
                operating activities                                   6,533,120            9,280,110            8,870,677
CASH FLOWS FROM INVESTING ACTIVITIES:
     Securities available-for-sale:
           Purchases                                                 (31,984,219)         (28,385,904)         (22,037,443)
           Maturities                                                 27,624,797            8,009,362            4,968,520
           Proceeds from sales                                        11,754,232           20,463,409            6,302,328
     Loan originations, net                                          (86,333,031)         (70,449,408)         (78,574,452)
     Purchases of premises and equipment, net                         (3,558,652)          (2,373,818)          (1,134,394)
                                                                      ----------           ----------           ----------
           Net cash used in
                investing activities                                 (82,496,873)         (72,736,359)         (90,475,441)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Net increase in deposits                                         64,584,212           79,326,839           72,074,953
     Increase (decrease) in
           short-term borrowings, net                                 12,884,288           (4,599,800)             896,460
     Proceeds from issuance of long-term debt                                 --                   --           10,000,000
     Payments on long-term debt                                      (10,000,000)                  --             (37,000)
     Proceeds from exercise of stock options                             267,381              400,944              346,397
                                                                     -----------          -----------          -----------
           Net cash provided by financing
                activities                                            67,735,881           75,127,983           83,280,810
                                                                     -----------          -----------          -----------
Net increase (decrease) in cash and
     cash equivalents                                                 (8,227,872)          11,671,734            1,676,046
Cash and cash equivalents at
     beginning of year                                                50,069,239           38,397,505           36,721,459
                                                                     -----------          -----------          -----------

Cash and cash equivalents at end of year                             $41,841,367          $50,069,239          $38,397,505
                                                                     ===========          ===========          ===========
</TABLE>

                                                                               8
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment No. 1 to be signed on its behalf by
the undersigned thereunto duly authorized.


                                         CENTENNIAL BANCORP

DATED:     April  22, 1999               By /s/ Michael J. Nysingh          
                 ----                     ------------------------------------
                                          Michael J. Nysingh
                                          Chief Financial Officer