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SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 8-K/A

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

Date of Report (Date of Earliest Event Reported):  July 1, 2000

COWLITZ BANCORPORATION(Exact name of registrant as specified by its charter)

|Washington                               |  | 000-23881             |  | 91-1529841                          
|---------------------------------------- |  | --------------------- |  | ------------------------------------
|(State of jurisdiction
of incorporation) |  | (Commission file No.) |  | (I.R.S. Employer
Identification No.)

927 Commerce Avenue
Longview, Washington 98632(Address of principal executive offices and zip code)

Registrant's
telephone number, including area code:(360)423-9800

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ITEM 7.  Financial Statements and Exhibits

The
response to this item is incorporated by reference to the Northern Bank of Commerce December 31, 1999 10-KSB and March 31, 2000 10-QSB.

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SIGNATURE

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

| |  | COWLITZ BANCORPORATION
| |  | ----------------------
| |  | By:                   

Date:
September 11, 2000

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COWLITZ BANCORPORATION

PRO FORMA CONSOLIDATED BALANCE SHEET

(unaudited)

(in thousand of dollars, except number of shares)

|                                                      | Historical                     |         |       |   |        |      
|----------------------------------------------------- | ------------------------------ | ------- | ----- | - | ------ | -----
|
|ASSETS                                                |                               
|Cash and due from banks                               | $                              | 20,261  |       | $ | 7,979  |      
|Investment securities                                 |                                |         |       |   |        |      
|                                                      | Investments available-for-Sale |         | 4,431 |   |        | 4,692
|                                                      | Investments held-to-maturity   |         | 4,564 |   |        |     
|Loans, net                                            |                                | 167,519 |       |   | 36,228 |      
|Loans held for sale                                   |                                | 5,283   |       |   |       |      
|Premises and equipment                                |                                | 5,802   |       |   | 116    |      
|Federal Home Loan Bank stock                          |                                | 3,147   |       |   |       |      
|Intangible assets                                     |                                | 4,832   |       |   |       |      
|Other assets                                          |                                | 3,177   |       |   | 611    |      
|                                                      |                                |         |       |   |        |      
|TOTAL ASSETS                                          | $                              | 219,016 |       | $ | 49,626 |      
|                                                      |                                |         |       |   |        |      
|LIABILITIES                                           |                               
|Deposits                                              | $                              | 154,458 |       | $ | 47,457 |      
|Borrowings                                            |                                | 31,761  |       |   |       |      
|Other liabilities                                     |                                | 1,827   |       |   | 207    |      
|                                                      |                                |         |       |   |        |      
|Total Liabilities                                     |                                | 188,046 |       |   | 47,664 |      
|SHAREHOLDERS' EQUITY                                  |                               
|Preferred stock                                       |                                |        |       |   |       |      
|Common stock                                          |                                | 18,292  |       |   | 1,226  |      
|Additional paid in capital                            |                                | 1,538   |       |   | 2,961  |      
|Retained earnings                                     |                                | 11,178  |       |   | (2,176 | )    
|                                                      |                                |         |       |   |        |      
|Net unrealized loss on investments available-for-sale |                                | (38     | )     |   | (49    | )    
|                                                      |                                |         |       |   |        |      
|Total shareholders' equity                            |                                | 30,970  |       |   | 1,962  |      
|                                                      |                                |         |       |   |        |      
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            | $                              | 219,016 |       | $ | 49,626 |      
|                                                      |                                |         |       |   |        |      

2

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COWLITZ BANCORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(in thousand of dollars, except number of shares and per share amounts)

|                                                  |                                                      | Historical |       |           |   |       |          
|------------------------------------------------- | ---------------------------------------------------- | ---------- | ----- | --------- | - | ----- | ---------
|
|
|INTEREST INCOME                                   |                                                      |            |       |           |   |       |          
|Interest and fees on loans                        |                                                      | $          | 4,840 |           | $ | 1,020 |          
|Interest investment securities                    |                                                      |            | 219   |           |   | 70    |          
|Interest from other banks                         |                                                      |            | 86    |           |   | 88    |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Total interest income                                |            |       | 5,145     |   |       | 1,178    
|                                                  |                                                      |            |       |           |   |       |          
|INTEREST EXPENSE                                  |                                                      |            |       |           |   |       |          
|Deposits                                          |                                                      |            | 1,286 |           |   | 488   |          
|Borrowings                                        |                                                      |            | 385   |           |   |      |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Total interest expense                               |            |       | 1,671     |   |       | 488      
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Net interest income before provision for loan losses |            |       | 3,474     |   |       | 690      
|PROVISION FOR LOAN LOSSES                         |                                                      |            | 370   |           |   | 772   |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Net interest income after provision
For loan losses  |            |       | 3,104     |   |       | (82      
|                                                  |                                                      |            |       |           |   |       |          
|NONINTEREST INCOME                                |                                                      |            |       |           |   |       |          
|Service charge on deposit accounts                |                                                      |            | 171   |           |   | 19    |          
|Other income                                      |                                                      |            | 363   |           |   | 17    |          
|Net gain on sale of available-for-sale securities |                                                      |            | 6     |           |   |      |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Total noninterest income                             |            |       | 540       |   |       | 36       
|                                                  |                                                      |            |       |           |   |       |          
|NONINTEREST EXPENSE                               |                                                      |            |       |           |   |       |          
|Salaries and employee benefits                    |                                                      |            | 2,581 |           |   | 362   |          
|Net occupancy and equipment expense               |                                                      |            | 461   |           |   | 64    |          
|Other operating expense                           |                                                      |            | 892   |           |   | 431   |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Total noninterest expense                            |            |       | 3,934     |   |       | 857      
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Income before income taxes                           |            |       | (290      | ) |       | (903     
|INCOME TAXES                                      |                                                      |            | (80   | )         |   |      |          
|                                                  |                                                      |            |       |           |   |       |          
|                                                  | Net income                                           |            |       | (210      | ) |       | (903     
|                                                  |                                                      |            |       |           |   |       |          
|BASIC EARNINGS PER SHARE                          |                                                      | $          | 0.05  |           | $ | (0.74 | )        
|DILUTED EARNINGS PER SHARE                        |                                                      | $          | 0.05  |           | $ | (0.74 | )        
|Average common shares outstanding:                |                                                      |            |       |           |   |       |          
|                                                  | Basic                                                |            |       | 4,008,851 |   |       | 1,225,597
|                                                  | Diluted                                              |            |       | 4,008,851 |   |       | 1,225,597

3

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COWLITZ BANCORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF INCOME

(unaudited)

(in thousands of dollars, except number of shares and per share amounts)

|                                                  |                                                      | Historical |        |           |   |       |          
|------------------------------------------------- | ---------------------------------------------------- | ---------- | ------ | --------- | - | ----- | ---------
|
|
|INTEREST INCOME                                   |                                                      |            |        |           |   |       |          
|Interest and fees on loans                        |                                                      | $          | 15,344 |           | $ | 5,459 |          
|Interest on investment securities                 |                                                      |            | 902    |           |   | 146   |          
|Interest from other banks                         |                                                      |            | 473    |           |   | 409   |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Total interest income                                |            |        | 16,719    |   |       | 6,014    
|                                                  |                                                      |            |        |           |   |       |          
|INTEREST EXPENSE                                  |                                                      |            |        |           |   |       |          
|Deposits                                          |                                                      |            | 3,801  |           |   | 2,503 |          
|Borrowings                                        |                                                      |            | 1,447  |           |   |      |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Total interest expense                               |            |        | 5,248     |   |       | 2,503    
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Net interest income before provision for loan losses |            |        | 11,471    |   |       | 3,511    
|PROVISION FOR LOAN LOSSES                         |                                                      |            | 1,349  |           |   | 1,529 |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Net interest income after provision
For loan losses  |            |        | 10,122    |   |       | 1,982    
|                                                  |                                                      |            |        |           |   |       |          
|NONINTEREST INCOME                                |                                                      |            |        |           |   |       |          
|Service charge on deposit accounts                |                                                      |            | 698    |           |   | 71    |          
|Other income                                      |                                                      |            | 1,129  |           |   | 93    |          
|Net gain on sale of available-for-sale securities |                                                      |            | (2     | )         |   |      |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Total noninterest income                             |            |        | 1,825     |   |       | 164      
|                                                  |                                                      |            |        |           |   |       |          
|NONINTEREST EXPENSE                               |                                                      |            |        |           |   |       |          
|Salaries and employee benefits                    |                                                      |            | 6,088  |           |   | 1,441 |          
|Net occupancy and equipment expense               |                                                      |            | 1,457  |           |   | 245   |          
|Other operating expense                           |                                                      |            | 3,326  |           |   | 1,898 |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Total noninterest expense                            |            |        | 10,871    |   |       | 3,584    
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Income before income taxes                           |            |        | 1,076     |   |       | (1,438   
|INCOME TAXES                                      |                                                      |            | 420    |           |   | 382   |          
|                                                  |                                                      |            |        |           |   |       |          
|                                                  | Net income                                           |            |        | 656       |   |       | (1,820   
|                                                  |                                                      |            |        |           |   |       |          
|BASIC EARNINGS PER SHARE                          |                                                      | $          | 0.16   |           | $ | (1.49 | )        
|DILUTED EARNINGS PER SHARE                        |                                                      | $          | 0.16   |           | $ | (1.49 | )        
|Average common shares outstanding:                |                                                      |            |        |           |   |       |          
|                                                  | Basic                                                |            |        | 4,054,657 |   |       | 1,225,597
|                                                  | Diluted                                              |            |        | 4,097,248 |   |       | 1,225,597

4

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Notes to the pro forma combined financial statements:









Cash paid

$
3,039,481Estimated direct costs


605,000Total purchase price


3,644,481Estimated fair value of Northern Bank's net assets at June 30, 2000


2,878,746Estimated goodwill

$
765,735








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