U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                    Form 10-Q

    |X|       Quarterly report Pursuant to section 13 or 15(d) of the
                       Securities and Exchange act of 1934

                      For the quarter ended March 31, 2001

    |_|       Transition report pursuant to section 13 or 15(d) of the
                       Securities and Exchange act of 1934

               For the transition period from ________ to ________

                             Commission file number
                                     0-23881

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

        Washington                                             91-152984
(State or other jurisdiction of                              (IRS Employer
incorporation or organization)                             Identification No.)

                  927 Commerce Ave., Longview, Washington 98632
               (Address of principal executive offices) (Zip Code)

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

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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

Common Stock, no par value on April 30, 2001: 3,692,001 shares

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
Part I
Financial Statements

      Consolidated Balance Sheets -
      March 31, 2001 and December 31, 2000                                     3

      Consolidated Statements of Income -
      Three months ended March 31, 2001 and March 31, 2000
      and year ended December 31, 2000                                         4

      Consolidated Statements of Changes in Shareholders' Equity -
      Year ended December 31, 2000 and three months ended March 31, 2001       5

      Consolidated Statements of Cash Flows
      Three months ended March 31, 2001 and March 31, 2000                     6

      Notes to Consolidated Financial Statements                               7

      Management's Discussion and Analysis of Financial Condition
      And Results of Operations                                               11

Part II

Other

      Other information                                                       19

      Exhibits and Reports on Form 8-K                                        19

      Signatures                                                              20


                                       2
<PAGE>

                             COWLITZ BANCORPORATION
                      CONSOLIDATED STATEMENTS OF CONDITION
                (in thousand of dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                    March 31,      December 31,
                                                                                    2001           2000
                                                                                    (unaudited)

<S>                                                                                  <C>            <C>
ASSETS
Cash and due from banks ........................................................     $  22,989      $  25,589
Investment securities:
  Investments available-for-sale (at fair value, cost of $7,574 and
   $7,441 at March 31, 2001 and December 31, 2000,
   respectively) ...............................................................         7,646          7,499
  Investments held-to-maturity (at amortized cost, fair value of
   $3,718 and $4,569 at March 31, 2001 and December 31, 2000,
   respectively) ...............................................................         3,683          4,572
                                                                                     ---------      ---------
   Total investment securities .................................................        11,329         12,071
                                                                                     ---------      ---------

Federal Home Loan Bank stock ...................................................         3,356          3,302

Loans held for sale ............................................................        49,983         10,013

Loans ..........................................................................       242,369        233,639
Allowance for loan losses ......................................................        (3,148)        (4,561)
                                                                                     ---------      ---------
  Loans, net ...................................................................       239,221        229,078
                                                                                     ---------      ---------
Premises and equipment, net of accumulated depreciation of $3,439
  and $3,238 at March 31, 2001 and December 31, 2000,
  respectively .................................................................         5,517          5,625
Other real estate owned ........................................................         1,194          1,247
Intangible assets, net of accumulated amortization of $1,583 and
  $1,435 at March 31, 2001 and December 31, 2000, respectively .................         5,204          5,352
Other assets ...................................................................         4,769          4,621
                                                                                     ---------      ---------
   Total assets ................................................................     $ 343,562      $ 296,898
                                                                                     =========      =========

LIABILITIES
Deposits:
  Demand .......................................................................     $  42,112      $  40,201
  Savings and interest-bearing demand ..........................................        90,885         73,770
  Certificates of deposit ......................................................       152,225        127,245
                                                                                     ---------      ---------
   Total deposits ..............................................................       285,222        241,216
Short-term borrowings ..........................................................         3,325          1,275
Long-term borrowings ...........................................................        21,302         21,348
Accrued interest payable and other liabilities .................................         2,892          2,650
                                                                                     ---------      ---------
   Total liabilities ...........................................................     $ 312,741      $ 266,489
                                                                                     ---------      ---------

SHAREHOLDERS' EQUITY
Preferred stock, no par value; 5,000,000 and no shares authorized as of March
  31, 2001 and December 31, 2000, respectively; no shares issued and outstanding
  at March 31, 2001 and December 31, 2000, respectively ........................     $      --      $      --
Common stock, no par value; 25,000,000 authorized as of March 31, 2001 and
  December 31, 2000, respectively; 3,690,457
  and 3,689,327 shares issued and outstanding at March 31, 2001
  and December 31, 2000, respectively ..........................................        16,791         16,785
Additional paid in capital .....................................................         1,538          1,538
Retained earnings ..............................................................        12,438         12,048
Accumulated other comprehensive income(loss) ...................................            54             38
                                                                                     ---------      ---------
   Total shareholders' equity ..................................................        30,821         30,409
                                                                                     ---------      ---------
   Total liabilities and shareholders' equity ..................................     $ 343,562      $ 296,898
                                                                                     =========      =========
</TABLE>

The accompanying notes are an integral part of these statements


                                       3
<PAGE>

                     COWLITZ BANCORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
     (in thousand of dollars, except number of shares and per share amounts)

<TABLE>
<CAPTION>
                                                             Three months ended       Year Ended
                                                                  March 31,          December 31,
                                                             2001          2000          2000
                                                           --------      --------      --------
                                                               (unaudited)
<S>                                                        <C>           <C>           <C>
INTEREST INCOME
Interest and fees on loans ...........................     $  7,492      $  4,840      $ 24,410
Interest on taxable investment securities ............          199           217           867
Interest on non-taxable investment securities ........            2             2             8
Interest from other banks ............................          206            86           690
                                                           --------      --------      --------
  Total interest income ..............................        7,899         5,145        25,975
                                                           --------      --------      --------

INTEREST EXPENSE
Savings and interest-bearing demand ..................          605           449         2,169
Certificates of deposit ..............................        2,218           837         6,164
Short-term borrowings ................................           33            37           106
Long-term borrowings .................................          364           348         1,501
                                                           --------      --------      --------
  Total interest expense .............................        3,220         1,671         9,940
                                                           --------      --------      --------
  Net interest income before provision for loan losses        4,679         3,474        16,035

PROVISION FOR LOAN LOSSES ............................         (252)         (370)       (1,155)
                                                           --------      --------      --------
  Net interest income after provision for loan losses         4,427         3,104        14,880
                                                           --------      --------      --------

NONINTEREST INCOME
  Service charges on deposit accounts ................          190           171           714
  Gains on loans sold ................................          639           102         1,244
  Underwriting and escrow fees .......................          371            89           584
  Fiduciary income ...................................           61            73           301
  Credit card income .................................          143            41           268
  Other income .......................................           41            58           201
  Net gains on sales of available-for-sale securities            18             6            (4)
                                                           --------      --------      --------
   Total non-interest income .........................        1,463           540         3,308
                                                           --------      --------      --------

NONINTEREST EXPENSE
  Salaries and employee benefits .....................        3,137         2,581         9,970
  Net occupancy and equipment expense ................          615           461         2,115
  Business tax expense ...............................          128            91           415
  Amortization of intangibles ........................          147           132           559
  Other operating expense ............................        1,120           669         3,649
                                                           --------      --------      --------
   Total non-interest expense ........................        5,147         3,934        16,708
                                                           --------      --------      --------
   Income/(loss) before income tax expense/(benefit) .          743          (290)        1,480

INCOME TAX EXPENSE/(BENEFIT) .........................          286           (80)          611
                                                           --------      --------      --------
   Net income/(loss) .................................     $    457      $   (210)     $    869
                                                           ========      ========      ========

BASIC EARNINGS (LOSS) PER SHARE ......................     $   0.12      $  (0.05)     $   0.22
DILUTED EARNINGS (LOSS) PER SHARE ....................     $   0.12      $  (0.05)     $   0.22
</TABLE>

The accompanying notes are an integral part of these statements.


                                       4
<PAGE>

                     COWLITZ BANCORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
               (in thousands of dollars, except number of shares)

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                  Additional               Other          Total
                                                 Common Stock      Paid-in   Retained  Comprehensive  Shareholders'  Comprehensive
                                               Shares     Amount   Capital   Earnings   Income(loss)     Equity        Income(loss)
                                               ------     ------   -------   --------   ------------     ------        ------------
<S>                                          <C>        <C>       <C>       <C>            <C>         <C>               <C>
BALANCE AT DECEMBER 31, 1999                 4,022,052  $ 18,530  $ 1,538   $   11,460     $  (38)     $   31,490
Comprehensive Income:
 Net income ...............................         --        --       --          869         --             869        $    869
 Net change in unrealized gains on
   investments available-for-sale, net
   of deferred taxes of $38 ...............         --        --       --           --         76              76              76
                                                                                                                         --------
 Comprehensive Income .....................         --        --       --           --         --              --        $    945
                                                                                                                         ========
 Issuance of common stock for cash ........      8,207        39       --           --         --              39
 Purchase of treasury stock ...............   (340,932)   (1,784)      --           --         --          (1,784)
 Cash dividends paid ($.07 per share) .....         --        --       --         (281)        --            (281)
                                             ---------  --------  -------   ----------     ------      ----------

BALANCE AT DECEMBER 31, 2000                 3,689,327    16,785    1,538       12,048         38          30,409
Comprehensive Income:
 Net income .........................               --        --       --          457         --             457        $    457
 Net change in unrealized gains on
   investments available-for-sale, net
   of deferred taxes ......................         --        --       --           --         16              16              16
                                                                                                                         --------
 Comprehensive Income ...............               --        --       --           --         --              --        $    473
                                                                                                                         ========
 Issuance of common stock for cash ........      1,130         6       --           --         --               6
 Cash dividends paid ($.018 per share) ....         --        --       --          (67)        --             (67)
                                             ---------  --------  -------   ----------     ------      ----------

BALANCE AT MARCH 31, 2001                    3,690,457  $ 16,791  $ 1,538   $   12,438     $   54      $   30,821
                                             =========  ========  =======   ==========     ======      ==========
</TABLE>

         The accompanying notes are an integral part of these statements


                                       5
<PAGE>

                      COWLTIZ BANCORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (in thousands of dollars)

<TABLE>
<CAPTION>
                                                                            Three months ended
                                                                                 March 31,
                                                                           2001           2000
                                                                         ---------      ---------
                                                                        (unaudited)
<S>                                                                      <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss) ................................................     $     457      $    (210)
  Adjustments to reconcile net income (loss) to net cash provided by
   Operating activities:
   Depreciation and amortization ...................................           354            297
   Provision for loan losses .......................................           252            370
   Net losses (gains) on sales of investments available-for-sale ...           (18)            (6)
   Net losses (gains) on sales of foreclosed assets ................           (15)            --
   Net amortization of investment security premiums and accretion
     of discounts ..................................................            (2)            --
   (Gains) on loans sold ...........................................          (639)          (102)
   Origination of loans held for sale ..............................      (101,880)       (20,464)
   Proceeds of loans sales .........................................        62,549         17,538
   (Increase) in other assets ......................................          (339)           (68)
   Increase (decrease) in other liabilities ........................           242            535
   Federal Home Loan Bank stock dividends ..........................           (54)           (57)
                                                                         ---------      ---------
      Net cash provided by (used in) operating activities ..........       (39,093)        (2,167)
                                                                         ---------      ---------

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from maturities of investment securities
   held-to-maturity ................................................           990             --
  Proceeds from sales and maturities of investment securities
   available-for-sale ..............................................         2,156          4,000
  Proceeds from sales of foreclosed assets .........................           240             --
  Purchases of investment securities:
   Held-to-maturity ................................................           (99)            --
   Available-for-sale ..............................................        (2,250)            --
  Net (increase) decrease in loans .................................       (10,395)       (20,784)
  Purchases of premises and equipment ..............................           (98)           (38)
                                                                         ---------      ---------
     Net cash (used in) provided by investment activities ..........        (9,456)       (16,822)
                                                                         ---------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in demand, savings, and interest bearing
   demand deposits .................................................        19,026         18,973
  Net increase (decrease) in certificates of deposit ...............        24,980         (2,122)
  Dividends paid ...................................................           (67)           (72)
  Net increase (decrease) in short-term borrowings .................         2,050         (1,800)
  Proceeds of long-term borrowings .................................            --         11,000
  Repayment of long-term borrowings ................................           (46)        (5,545)
  Repurchase of common stock .......................................            --           (256)
  Issuance of common stock for cash, net of amount paid for
     fractional shares .............................................             6             18
                                                                         ---------      ---------
     Net cash provided by financing activities .....................        45,949         20,196
                                                                         ---------      ---------
     Net increase (decrease) in cash and due from banks ............        (2,600)         1,207

CASH AND DUE FROM BANKS AT BEGINNING OF YEAR .......................        25,589         19,054
                                                                         ---------      ---------
CASH AND DUE FROM BANKS AT END OF PERIOD ...........................     $  22,989      $  20,261
                                                                         =========      =========
</TABLE>

The accompanying notes are an integral part of these statements.


                                       6
<PAGE>

                      COWLITZ BANCORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (amounts in thousands, except number of shares and per share amounts)

1. Nature of Operations

      Cowlitz Bancorporation (the Company) is a holding company located in
southwest Washington. The Company's principal subsidiary, Cowlitz Bank (the
Bank), a Washington state-chartered commercial bank, is the largest community
bank headquartered in Cowlitz County and offers commercial banking services
primarily to small and medium-sized businesses, professionals, and retail
customers. The Company acquired Business Finance Corporation (BFC) of Bellevue,
Washington during the third quarter of 1998. BFC provides asset based financing
to companies throughout the Western United States. During 1999 and 2000, the
Company acquired or opened several mortgage and escrow branches. Bay Mortgage
and Bay Escrow of Bellevue, Washington, Bay Mortgage and Bay Escrow of Seattle,
Washington, Bay Mortgage of Silverdale, Washington, and Bay Mortgage of
Vancouver, Washington (collectively "Bay Mortgage") have joined together as a
division of Cowlitz Bank. Bay Mortgage serves customers throughout the greater
Bellevue/Seattle market area, and through the Vancouver office, the greater
Portland, Oregon market. The Bank also expanded its commercial banking
activities in the Seattle/Bellevue area with the September 1999 opening of a
branch in Bellevue, Washington, which is doing business as Bay Bank. In
mid-2000, the Company acquired Northern Bank of Commerce (NBOC) of Portland,
Oregon, which operates as a branch of the Bank doing business as Northern
Bank of Commerce. NBOC operates its main office in downtown Portland, and has
eleven limited service branches located within retirement centers in the
Portland metropolitan area.

2. Principles of Consolidation

      The accompanying consolidated financial statements include the accounts of
the Company and its subsidiaries. All significant intercompany transactions and
balances have been eliminated.

      The interim financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial information.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for complete financial statements. In
the opinion of management, all adjustments, including normal recurring accruals
necessary for fair presentation of results of operations for the interim periods
included herein have been made. The results of operations for the three months
ended March 31, 2001 are not necessarily indicative of results to be anticipated
for the year ending December 31, 2001.

3. Supplemental Cash Flow Information

      For purposes of presentation in the statements of cash flows, cash and
cash equivalents are defined as those amounts in the balance sheet caption "Cash
and due from banks" and include cash on hand, amounts due from banks and federal
funds sold. Federal funds sold generally mature the day following purchase.

4. Use of Estimates in the Preparation of Financial Statements

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.


                                       7
<PAGE>

                      COWLITZ BANCORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (amounts in thousands, except number of shares and per share amounts)

5. Earnings Per Share

      The following table reconciles the numerator and denominator of the basic
and diluted earnings per share computations:

<TABLE>
<CAPTION>
                                                              Weighted         Per Share
                                        Net Income/(Loss)    Avg. Shares        Amount

                                                  For the quarter ended March 31, 2001
      <S>                                    <C>               <C>              <C>
      Basic earnings (loss) per share        $  457            3,690,457        $   .12
      Stock Options                                               32,470
      Diluted earnings (loss) per share      $  457            3,722,827        $   .12

<CAPTION>
                                                 For the quarter ended March 31, 2000
      <S>                                    <C>               <C>              <C>
      Basic earnings per share               $ (210)           4,008,851        $  (.05)
      Stock Options                                                   --
      Diluted earnings per share             $ (210)           4,008,851        $  (.05)
</TABLE>

      Options to purchase 539,466 shares of common stock at an average price of
$8.55 were outstanding at March 31, 2001 but were not included in the
computation of diluted earnings per share because the options' exercise price
was greater than the average market price of the common shares. These options
expire from 2007-2009.

6. Recently Issued Accounting Standards

SFAS No. 133 and SFAS No. 137

      SFAS No. 133, "Accounting for Derivative Instruments and Hedging
Activities" is now effective for the Company, beginning in the quarter ended
March 31, 2001. The Statement establishes accounting and reporting standards
requiring that derivative instruments (including certain derivative instruments
embedded in other contracts) be recorded in the statement of condition as either
an asset or a liability measured at its fair value. The Statement requires that
changes in the derivative's fair value be recognized currently in earnings
unless specific hedge accounting criteria are met. Special accounting for
qualifying hedges allows a derivative's gain and losses to offset related
results on the hedged item in the income statement, and requires that a company
must formally document, designate, and assess the effectiveness of transactions
that receive hedge accounting.


                                       8
<PAGE>

                      COWLITZ BANCORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (amounts in thousands, except number of shares and per share amounts)

      In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," an amendment of SFAS No.
133. This statement amends a limited number of issues causing implementation
difficulties, and is effective for all fiscal quarters and all fiscal years
beginning after June 15, 2001.

      During 2000, the FASB issued SFAS No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities - a replacement
of FASB Statement No. 125," effective for transfers and extinguishments
occurring after March 31, 2001.

      The implementation of these Statements is not expected to have a material
impact on the Company's financial position or results of operation.

7. Comprehensive Income

      For the Company, comprehensive income includes net income reported on the
statements of income and changes in the fair value of its available-for-sale
investments reported as a component of shareholders' equity.

      The components of comprehensive income(loss) for the periods ended March
31, 2001 and 2000 are as follows:

                                                        Three months ended
                                                             March 31
                                                          2001      2000
                                                          ----      ----
            Unrealized gain (loss) arising during
              the period, net of tax ...............     $  34      $   6
            Reclassification adjustment for net
              realized gains (losses) on
              securities available-for-sale
              included in net income during the
              year, net of tax .....................        18          6
                                                         -----      -----
            Comprehensive income(loss) .............     $  16      $  --
                                                         =====      =====

8. Segments of an Enterprise and Related Information:

      The Company is principally engaged in community banking activities through
its branches and corporate offices. The community banking activities include
accepting deposits, providing loans and lines of credit to local individuals,
businesses and governmental entities, investing in investment securities and
money market instruments, and holding or managing assets in a fiduciary agency
capacity on behalf of its customers and their beneficiaries. The Company
provides asset based financing to companies throughout the western United States
through its BFC subsidiary. Bay Mortgage specializes in all facets of
residential lending including FHA and VA loans, construction loans and bridge
loans.

      The community banking, asset based financing activity, and
mortgage-banking activities are monitored and reported by Company management as
separate operating segments. The seven separate banking offices and eleven
retirement center branches have been aggregated into a single reportable
segment, Community Banking and Bay Mortgage is included as a segment. The asset
based financing segment does not meet the prescribed aggregation or materiality
criteria and therefore is reported as Other in the following table below.

      The accounting policies for the Company's segment information provided
below are the same as those described for the Company in the summary of
significant accounting policies footnote included in the Company's 2000 annual
report, except that some operating expenses are not allocated to segments.


                                       9
<PAGE>

                      COWLITZ BANCORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (amounts in thousands, except number of shares and per share amounts)

Summarized financial information for the period ended March 31, 2001 and 2000
concerning the Company's reportable segments is shown in the following tables.

<TABLE>
<CAPTION>
                                                 Three months ended March 31, 2001

                                        Mortgage     Holding
                            Banking     Banking      Company       Other    Intersegment   Consolidated
                            -------     -------      -------       -----    ------------   ------------
<S>                         <C>         <C>          <C>          <C>         <C>            <C>
Interest income .......     $ 5,977     $ 2,065      $    44      $   337     $  (524)       $ 7,899
Interest expense ......       3,172         437           63           72        (524)         3,220
                            -------     -------      -------      -------     -------        -------
   Net interest income        2,805       1,628          (19)         265          --          4,679
Provision for loan loss         210          --           --           42          --            252
Noninterest income ....         453       1,010           --           --          --          1,463
Noninterest expense ...       2,502       2,285          169          191          --          5,147
                            -------     -------      -------      -------     -------        -------
Income(loss) before
   tax ................         546         353         (188)          32          --            743
Provision(benefit) for
    income taxes ......         194         120          (47)          19          --            286
                            -------     -------      -------      -------     -------        -------
Net income(loss) ......     $   352     $   233      $  (141)     $    13     $    --        $   457
                            =======     =======      =======      =======     =======        =======

<CAPTION>
                                                 Three months ended March 31, 2000

                                        Mortgage     Holding
                            Banking     Banking      Company       Other    Intersegment   Consolidated
                            -------     -------      -------       -----    ------------   ------------
<S>                         <C>         <C>          <C>          <C>         <C>            <C>
Interest income .......     $ 4,203     $   592      $   134      $   382     $  (166)       $ 5,145
Interest expense ......       1,739          --           --           98        (166)         1,671
                            -------     -------      -------      -------     -------        -------
   Net interest income        2,464         592          134          284          --          3,474
Provision for loan loss         348          --           --           22          --            370
Non-interest income ...         349         191           --           --          --            540
Non-interest expense ..       2,432       1,087          201          214          --          3,934
                            -------     -------      -------      -------     -------        -------
Income/(loss) before
   tax ................          33        (304)         (67)          48          --           (290)
Provision/(benefit) for
   income taxes ......           11        (103)         (20)          32          --            (80)
                            -------     -------      -------      -------     -------        -------
Net income/(loss) .....     $    22     $  (201)     $   (47)     $    16     $    --        $  (210)
                            =======     =======      =======      =======     =======        =======
</TABLE>

9. Subsequent Events: NONE


                                       10
<PAGE>

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITIONS AND RESULT OF OPERATIONS

The following Management's discussion and Analysis of Financial Conditions and
Results of Operations includes a discussion of certain significant business
trends and uncertainties as well as certain forward-looking statements and is
intended to be read in conjunction with and is qualified in its entirety by
reference to the consolidated financial statements of the Company and
accompanying notes included elsewhere herein.

Results of Operations

      During the first quarter of 2001 the Company had net income of $457,000
compared to a net loss of $210,000 in the first quarter of 2000. The primary
reason for the loss in the first quarter of 2000 was a one time severance charge
of $540,000 after the resignation of the Company's Chief Operating Officer and
Cowlitz Bank's President and Chief Executive Officer, Charles W. Jarrett.

      The Company's revenues (net interest income before provision for loan
losses plus non-interest income) have increased 53% in the first quarter of 2001
compared to the like period in 2000 and non interest expenses have also
increased by 31% under the same comparison. Assets have grown 16% and
liabilities 17% during the first quarter of 2001, compared to the levels at
December 31, 2000.

      The asset growth is explained by a significant increase in the volume of
mortgage loans booked in the first quarter of 2001 by Bay Mortgage and the
continued growth of Bay Bank in early 2001. Loans held for sale increased $40.0
million during the first quarter of 2001 and assets at Bay Bank are $12.5
million higher than at December 31, 2000. With the recent drop in interest rates
by the Federal Reserve, Bay Mortgage has experienced increased volumes of
mortgage, re-financing, construction, and bridge loans as consumers take
advantage of the relatively low current interest rates. The increased mortgage
activity has resulted in additional non-interest income in the form of
underwriting fees, escrow fees, and premiums on mortgage loans sold. The staff
(both commissioned loan officers, and salaried processors) at Bay Mortgage has
increased in 2001 compared to 2000 in order to close and process the increased
number of loans that are being generated in the current market environment.

      The increase in liabilities from year end 2000 comes from the need to fund
the mortgage loans held for sale generated at Bay Mortgage. The Company has
assumed an additional $44.0 million in deposit liabilities in the first quarter
of 2001 for this purpose. The deposits are necessary to fund the loans for the
short time they are on Bay Mortgage's books before they are sold to the
secondary market. The holding period on these loans held for sale is typically
15 to 45 days.

Net Interest Income

      For financial institutions, the primary component of earnings is net
interest income. Net interest income is the difference between interest income,
principally from loans and the investment securities portfolio, and interest
expense, principally on customer deposits and borrowings. Changes in net
interest income result from changes in "volume," "spread," and "margin." Volume
refers to the dollar level of interest-earning assets and interest-bearing
liabilities. Spread refers to the difference between the yield on
interest-earning assets and the cost of interest-bearing liabilities. Net
interest margin is the ratio of net interest income to total interest-earning
assets and is influenced by the level and relative mix of interest-earning
assets and interest-bearing liabilities.

      Net interest income for the quarter ended March 31, 2001 was $4.7 million,
which was an increase of 34.7% from $3.5 million for the same period of 2000.
The overall tax-equivalent earning asset yield was 11.09% for the quarter ended
March 31, 2001 compared to 11.22% for the quarter ended March 31, 2000. Average
earning assets increased to $284.9 million at March 31, 2001 compared to $183.4
million at March 31, 2000. The increase in interest income was a result of the
acquisition of interest earning assets from the purchase of NBOC, and asset
growth at Bay Bank. Also, Bay Mortgage's loans held for sale generate interest
income for the 15-45 day holding period from the time the loans are funded,
until they are delivered to the secondary market.


                                       11
<PAGE>

      The average cost of interest bearing liabilities increased to 5.48% at
March 31, 2001 compared to 4.75% at March 31, 2000. Average interest bearing
liabilities increased $94.2 million from March 31, 2000 to March 31, 2001.
Certificates of deposit increased to $152.2 million at March 31, 2001 compared
to $57.9 million at March 31, 2000, and savings deposits and money market
accounts increased to $90.9 million from $65.4 million over the same period.
Deposit growth is primarily due to the acquisition of NBOC, rapid growth at Bay
Bank, and increased CD's to help fund the short-term loans held for sale
generated by Bay Mortgage. These loans are booked with a commitment to be sold
into the secondary market, but there is typically a 15-45 day holding period
before the sale is finalized. The increase in the average cost of interest
bearing liabilities is primarily a result of higher interest paid for
certificates of deposit which represented 53.4% of total deposits at March 31,
2001 compared with 37.5% at March 31, 2000. The recent drop in the prime
interest rate has contributed to the decreased interest spread from the first
quarter 2000. Prime based loans re-price immediately when the prime rate is
adjusted, but fixed rate liabilities, particularly CD's, do not adjust to prime,
so don't re-price as quickly. In the falling rate environment experienced in the
first quarter of 2001, this causes yields on assets to decline more rapidly than
the liability yields, narrowing the interest spread.

Analysis of Net Interest Income

      The following table presents information regarding yields and interest
earning assets, expense on interest bearing liabilities, and net yields on
interest earning assets for periods indicated on a tax equivalent basis.

<TABLE>
<CAPTION>
                                           Three Months Ended
(unaudited)                                     March 31,               Increase
(in thousands of dollars)                  2001            2000        (Decrease)    Change
                                         ---------      ---------      ---------     ------
<S>                                      <C>            <C>            <C>            <C>
Interest income (1) ................     $   7,900      $   5,146      $   2,754      53.5%
Interest expense ...................         3,220          1,671          1,549      92.7%
                                         ---------      ---------      ---------
Net interest income ................     $   4,680      $   3,475      $   1,205      34.6%
                                         =========      =========      =========

Average interest earning assets ....     $ 284,898      $ 183,447        101,451      55.3%
Average interest bearing liabilities     $ 234,949      $ 140,769         94,180      66.9%

Average yields earned (2) ..........         11.09%         11.22%          (.13)
Average rates paid (2) .............          5.48%          4.75%           .73
Net interest spread (2) ............          5.61%          6.47%          (.86)
Net interest margin (2) ............          6.57%          7.58%         (1.01)
</TABLE>

(1)   Interest earned on nontaxable securities has been computed on a 34% tax
      equivalent basis.
(2)   Ratios for the three months ended March 31, 2001 and 2000 have been
      annualized.

Market Risk

      Interest rate risk and credit risks are the most significant market risks
impacting the Company's performance. The Company relies on loan reviews, prudent
loan underwriting standards and an adequate allowance for loan losses to
mitigate credit risk. Interest rate risk is managed through the monitoring of
the Company's gap position and sensitivity to interest rate risk by subjecting
the Company's balance sheet to hypothetical interest rate shocks. The Company's
primary objective in managing interest rate risk is to minimize the adverse
impact of changes in interest rates on the Company's net interest income and
capital, while structuring the Company's asset/liability position to obtain the
maximum yield-cost spread on that structure. Management has assessed these risks
and feels that there has been no material change since December 31, 2000.


                                       12
<PAGE>

Non-Interest Income

      Non-interest income consists of the following components:

                                                             March 31,
                                                       -------------------
                                                        2001         2000
                                                        ----         ----

      Service charge on deposit accounts .......       $  190       $  171
      Gains on loans sold ......................          639          102
      Fiduciary income .........................           61           73
      Escrow fees ..............................          184           57
      Credit Card income .......................          143           41
      Loan underwriting fees ...................          187           33
      ATM income ...............................           14           16
      Safe deposit box fees ....................           28           28
      Other miscellaneous fees and income ......           17           19
                                                       ------       ------

      Total non-interest income ................       $1,463       $  540
                                                       ======       ======

      Non-interest income increased to $1.5 million at March 31, 2001 from
$540,000 in the corresponding period in 2000. This increase is due to
non-interest income generated by mortgage lending activities including gains on
loans sold, escrow fees and loan underwriting fees. These fees were generated by
Bay Mortgage as volumes of mortgage, construction, re-finance and bridge loans
have increased to coincide with the first quarter 2001 reductions in interest
rates. Also contributing to the increase was the growth in credit card income.

Non-Interest Expense

      Non-interest expense consists of the following components:

                                                            March 31,
                                                       -------------------
                                                        2001         2000
                                                        ----         ----
      Salaries and employee benefits ...........       $2,039       $2,242
      Mortgage division commission expense .....        1,098          339
      Net occupancy and equipment ..............          615          463
      Amortization of intangible assets ........          147          131
      Business taxes ...........................          128           91
      Data processing and communications .......          126           74
      Stationary and supplies ..................           60           51
      Credit card expense ......................          107           21
      Parking, travel and education ............           82           56
      Loan expense .............................           95            7
      Advertising ..............................           50           48
      Professional fees ........................          140          133
      Postage and freight ......................          109           55
      FDIC insurance ...........................           72            7
      Other miscellaneous expenses .............          279          216
                                                       ------       ------

      Total non-interest expense ...............       $5,147       $3,934
                                                       ======       ======

      Non-interest expenses increased 30.8% to $5.1 million for the quarter
ended March 31, 2001 compared to $3.9 million for the quarter ended March 31,
2000, primarily due to the acquisition of NBOC and the increased commissioned
staff at Bay Mortgage. Also contributing was an increase in FDIC insurance,
increased expenses attributed to increased loan originations, and the growth of
the credit card division.

      Salaries and benefits expense of $2.2 million at March 31, 2000 includes a
severance charge of $540,000 related to the resignation of the Company's
President and Chief Operating Officer. Excluding the severance charge, salary
expense has increased from $1.7 million to $2.0 million from the first quarter
2000 when compared to the first quarter of 2001. This increase is a result of
the addition of employees from the acquisition of NBOC as well as ordinary
salary increases for existing employees generally ranging from three to six
percent a year. At March 31, 2001, the Company had 203 full-time equivalent
employees compared to 166 at March 31, 2000. Commission


                                       13
<PAGE>

expense at Bay Mortgage has increased because additional commissioned loan
officers were needed to efficiently close and process the large volume of
mortgage loans originated.

      Net occupancy expenses consist of depreciation on premises, lease costs,
equipment, maintenance and repair expenses, utilities and related expenses. The
Company's net occupancy expense at March 31, 2001 was $615,000 or 32.8% higher
than $463,000 at March 31, 2000. The increase in occupancy expense in the first
quarter 2001 was due primarily to the acquisition of NBOC which added a lease
expense of approximately $65,000 per quarter as well as related occupancy
expenses.

      The FDIC insurance has increased because in the first quarter 2000, the
Bank was not required to pay the assessment charge, but currently is required to
pay $.10 per $100.00 of domestic deposits. Loan expenses have increased in part
due to the increased loan activity at Bay Mortgage, and also due to expenses
related to other real estate owned, and repossession of assets on defaulted
loans.

Income Taxes

      The provision (benefit) for income taxes amounts to $286,000 and $(80,000)
at March 31, 2001 and 2000, respectively. The provision resulted in an effective
tax rate of 38.5% and (27.6)% for March 31, 2001 and 2000, respectively.

Provision for Loan Losses

      The amount of the allowance for loan losses is analyzed by management on a
regular basis to ensure that it is adequate to absorb losses inherent in the
loan portfolio as of the reporting date. When a provision for loan losses is
recorded, the amount is based on past charge-off experience, a careful analysis
of the current loan portfolio, the level of non-performing and impaired loans,
evaluation of future economic trends in the Company's market area, and other
factors relevant to the loan portfolio. See Allowance for Loan Losses disclosure
for a more detailed discussion.

      The Company's provision for loan losses was $252,000 and $370,000 for the
quarters ended March 31, 2001 and 2000, respectively. Net charge-offs were
$1,665,000 for the three months ended March 31, 2001 compared to net charge-offs
of $66,000 for the three months ended March 31, 2000 and $863,000 for the year
ended December 31, 2000. Total charge-offs were $1,680,000 and $87,000 for the
first quarter ended March 31, 2001 and 2000 respectively and $2,070,000 for the
year ended December 31, 2000. Many of the Company's non-performing loans are
real estate backed or have some other type of collateral with sufficient value
so that management expects little or no loss associated with those loans.
However, some non-performing loans did not have sufficient collateral backing,
and management had made the decision to write off these loans in the first
quarter of 2001. By writing off these loans, management has illustrated its
commitment to aggressively address and reduce the level of non-performing assets
as circumstances warrant. The combination of write-offs during the first quarter
of 2001, upgrades in collateral adequacy during the re-assessment of some
non-performing loans, and heightened collection efforts has resulted in the
change of loan loss reserves to total loans from 1.95% at December 31, 2000 to
1.30% at March 31, 2001.

      The allowance for loan losses is based upon estimates of probable losses
inherent in the loan portfolio. The amount actually realized for these loans can
vary significantly from the estimated amounts.


                                       14
<PAGE>

      The following table shows the Company's loan loss performance for the
periods indicated:

<TABLE>
<CAPTION>
                                                                        Quarter Ended     Quarter Ended      Year Ended
(unaudited)                                                               March 31,          March 31,      December 31,
(in thousands of dollars)                                                    2001               2000            2000
                                                                           --------           --------        --------
<S>                                                                        <C>                <C>             <C>
Loans outstanding at end of period ..................................      $242,369           $170,104        $233,639
Average loans outstanding during the period .........................      $238,229           $160,207        $201,978
Allowance for loan losses, beginning of period ......................      $  4,561           $  2,281        $  2,281
Loans charged off:
   Commercial .......................................................           648                 77           1,983
   Real Estate ......................................................         1,020                 --              --
   Consumer .........................................................             5                 --              36
   Credit Cards .....................................................             7                 10              51
                                                                           --------           --------        --------
      Total loans charged-off .......................................         1,680                 87           2,070
                                                                           --------           --------        --------

Recoveries:
   Commercial .......................................................            --                 14           1,183
   Real Estate ......................................................            13                 --              --
   Consumer .........................................................             1                 --               9
   Credit Cards .....................................................             1                  7              15
                                                                           --------           --------        --------
      Total recoveries ..............................................            15                 21           1,207
                                                                           --------           --------        --------
Provision for loan losses ...........................................           252                370           1,155
Adjustment incident to acquisition ..................................            --                 --           1,988
                                                                           --------           --------        --------
Allowance for loan losses, end of period ............................      $  3,148           $  2,585        $  4,561
                                                                           ========           ========        ========

Ratio of net loans charged-off to average loans outstanding .........           .70%               .04%            .43%
Ratio of allowance for loan losses to loans at end of period ........          1.30%              1.52%           1.95%
</TABLE>

Loans

      Total loans outstanding were $242.4 million and $233.6 million at March
31, 2001 and December 31, 2000, respectively. Loan commitments were $49.2
million at March 31, 2001 and $54.4 million at December 31, 2000. In addition,
the Company had $50.0 million of loans held for sale at March 31, 2001 compared
to $10.0 million at December 31, 2000. During the first quarter of 2001, the
Company funded $101.9 million of loans to be sold into the secondary market, and
delivered $62.5 million to the market. This compares to $20.5 million funded and
$17.5 million delivered during the first quarter of 2000.

      The following table presents the composition of the Company's loan
portfolio at the dates indicated:

<TABLE>
<CAPTION>
(unaudited)                                                March 31, 2001               December 31, 2000
(in thousands of dollars)                              Amount       Percentage      Amount         Percentage
                                                     -------------------------    ---------------------------
<S>                                                  <C>              <C>         <C>                 <C>
Commercial ...............................           $  45,825         18.84%     $  46,738            19.94%
Real estate construction .................              26,727         10.99         10,744             4.58
Real estate commercial ...................             126,848         52.15        130,272            55.58
Real estate mortgage .....................              36,536         15.02         34,402            14.68
Consumer and other .......................               7,292          3.00         12,247             5.22
                                                     ---------        ------      ---------           ------
                                                       243,228        100.00%       234,403           100.00%
                                                                      ======                          ======
Deferred loan fees .......................                (859)                        (764)
                                                     ---------                    ---------
      Total loans ........................             242,369                      233,639
Allowance for loan losses ................               3,148                       (4,561)
                                                     ---------                    ---------
      Total loans, net ...................           $ 239,221                    $ 229,078
                                                     =========                    =========
</TABLE>

Allowance for Loan Losses

      The allowance for loan losses represents management's estimate of probable
losses, which exist as of the date of the financial statements. The loan
portfolio is regularly reviewed to evaluate the adequacy of the allowance for
loan losses. In determining the level of the allowance, the Company evaluates
the allowance necessary for specific non-


                                       15
<PAGE>

performing loans and estimates losses inherent in other loan exposures. An
important element in determining the adequacy of an allowance for loan losses is
an analysis of loans by loan rating categories. The risk of a credit is
evaluated by the Company's management at inception of the loan using an
established grading system. This grading system currently includes ten levels of
risk. Risk gradings range from "1" for the strongest credits to "10" for the
weakest; a "10" rated loan would normally represent a loss. These gradings are
reviewed periodically or when indicators show that a credit may have weakened,
such as operating losses, collateral impairment or delinquency problems.

The result is an allowance with two components:

      Specific Reserves: The amount of specific reserves are established when
there are significant conditions or circumstances related to a loan that would
indicate that a loss would be incurred. Management considers in its analysis
expected future cash flows, the value of collateral and other factors that may
impact the borrower's ability to pay.

      General Allowance: The amount of the general allowance is based on loss
factors assigned to the Company's loan exposures based on internal credit
ratings. These loss factors are determined on the basis of historical charge-off
experience and suggested regulatory guidelines. The general allowance is
composed of two categories. The first component is calculated based upon the
loan balances classified in the five higher risk loan categories of "management
attention", "special mention", "substandard", "doubtful" and "loss" in the
Company's Watch List. Suggested regulatory loss reserve factors are then applied
to each of these categories of classified loan balances. The second component is
calculated by applying historical loss factors to the outstanding loan balance
less any loans that are included in the Company's specific or higher risk
allowances discussed above. Three levels of charge off history are considered by
management in arriving at this component of the general allowance. They are
average five-year net charge-offs, the highest years' actual net charge-offs
within the past 5 years and an estimated maximum charge-off factor. Each of
these amounts is combined with the first component of the general allowance
yielding a range for the total general allowance. Management selects a general
allowance somewhere within this calculated range. Factors considered by
management in making this decision include the volume and mix of the existing
loan portfolio, including the volume and severity of non-performing loans and
adversely classified credits; analysis of net charge-offs experienced on
previously classified loans; the nature and value of collateral securing the
loans; the trend in loan growth, including any rapid increase in loan volume
within a relatively short period of time; management's subjective evaluation of
general and local economic and business conditions affecting the collectibility
of the Company's loans; the relationship and trend over the past several years
of recoveries in relation to charge-offs; and available outside information of a
comparable nature regarding the loan portfolios of other banks, including peer
group banks. This decision also reflects management's attempt to ensure that the
overall allowance appropriately reflects a margin for the imprecision
necessarily inherent in estimates of expected loan losses.

      The quarterly analysis of specific and general loss components of the
allowance is the principal method relied upon by management to ensure that
changes in estimated loan loss levels are adjusted on a timely basis. The
inclusion of historical loss factors in the process of determining the general
component of the allowance also acts as a self-correcting mechanism of
management's estimation process, as loss experience more remote in time is
replaced by more recent experience. In its analysis of the specific and the
general components of the allowance, management also considers the experience of
peer institutions and regulatory guidance in addition to the Company's own
experience.

      Loans and other extensions of credit deemed uncollectable are charged to
the allowance. Subsequent recoveries, if any, are credited to the allowance.
Actual losses may vary from current estimates and the amount of the provision
may be either greater than or less than actual net charge-offs. The related
provision for loan losses that is charged to income is the amount necessary to
adjust the allowance to the level determined through the above process. In
accordance with the Company's methodology for assessing the appropriate
allowance for loan losses, the general portion of the allowance decreased to
$2.7 million at March 31, 2001 compared to $3.1 million at December 31, 2000.

      At March 31, 2001, approximately $476,000 of the allowance for loan losses
was allocated based on an estimate of the amount that was necessary to provide
for inherent losses related to specific loans, compared to $1.3 million at
December 31, 2000. Specific reserves declined as those loans requiring specific
reserves have been reduced by either principal payments, reclassification
assessments, or have been charged off.


                                       16
<PAGE>

      Management's evaluation of the factors above resulted in allowances for
loan losses of $3.1 million and $4.6 million at March 31, 2001 and December 31,
2000, respectively. The allowance as a percentage of total loans was 1.30% at
March 31, 2001 and 1.95% at December 31, 2000.

      The allowance for loan losses is based upon estimates of probable losses
inherent in the loan portfolio. The amount actually observed for these losses
can vary significantly from the estimated amounts.

      During its normal loan review procedures, the Company considers a loan to
be impaired when it is probable that the Company will be unable to collect all
amounts due according to the contractual terms of the loan agreement. A loan is
not considered to be impaired during a period of minimal delay (less than 90
days). The Company measures impaired loans based on the present value of
expected future cash flows discounted at the loan's effective interest rate, or
as a practical expedient, at the loan's observable market price or the fair
market value of the collateral if the loan is collateral dependent. Impaired
loans are charged to the allowance for loan losses when management believes
after considering economic and business conditions, collection efforts, and
collateral position, that the borrowers' financial condition is such that
collection of the principal is not probable.

      Generally, no interest is accrued on loans when factors indicate
collection of the interest is doubtful or when the principal or interest payment
becomes 90 days past due, unless collection of the principal and interest are
anticipated within a reasonable period of time and the loans are well secured.
For such loans, previously accrued but uncollected interest is charged against
current earnings, and income is only recognized to the extent payments are
subsequently received and the collection of the remaining recorded principal
balance is considered probable.

      The Company manages the general risks inherent in the loan portfolio by
following loan policies and underwriting practices designed to result in prudent
lending activities. The following table presents information with respect to
non-performing assets:

<TABLE>
<CAPTION>
(unaudited)                                                            March 31,    December 31,
(in thousands of dollars)                                                2001           2000
                                                                       ---------    ------------
<S>                                                                      <C>            <C>
Loans on non-accrual status                                              6,644          5,110
Loans past due greater than 90 days but not on non-accrual status          732          1,170
Other real estate owned                                                  1,194          1,247
Other Assets                                                               312            312
                                                                         -----          -----
   Total non-performing assets                                           8,882          7,839
                                                                         =====          =====
Percentage of non-performing assets to total assets                       2.59%          2.64%
</TABLE>

      At March 31,2001 non-performing assets were $8.9 million or 2.59% of total
assets compared to $7.8 million or 2.64% of total assets at December 31, 2000.
BFC accounted for approximately $971,000 and $661,000 of non-accrual loans at
March 31, 2001 and at December 31, 2000 respectively, reflecting the more
aggressive lending mix of its portfolio. It is not unusual in the normal course
of business for BFC to have loans that become more than 90 days past due and are
therefore placed on non-accrual status, although management does not necessarily
believe that losses are probable on these loans. Approximately $4.5 million of
the non-accrual loans reflect loans primarily secured by real estate and the
remainder consists of commercial and consumer loans with varying collateral.

      Other real estate owned declined from $1,247,000 at December 31, 2000 to
$1,194,000 at March 31, 2001 as properties classified as other real estate have
been sold.

Liquidity

      Liquidity represents the ability to meet deposit withdrawals and fund loan
demand, while retaining the flexibility to take advantage of business
opportunities. The Company's primary sources of funds are customers deposits,
loan payments, sales of assets, advances from the FHLB (Federal Home Loan Bank)
and the use of the federal funds market. As of March 31, 2001, approximately
$3.8 million of the securities portfolio matures within one year.

      The Company has utilized borrowings from the FHLB as an important source
of funding for its growth. The Company has an established borrowing line with
the FHLB that permits it to borrow up to 15% of the Bank's assets, subject to
collateral limitations. Advances from the FHLB have terms ranging from 4 through
15 years and at


                                       17
<PAGE>

March 31, 2001 bear interest at rates from 6.02% to 8.80%. At March 31, 2001,
$19.6 million in advances were outstanding from the FHLB. The Company has also
increased certificates of deposit in order to help fund the growth experienced
at Bay Mortgage during the last quarter of 2000 and the first quarter of 2001.

Capital

      The Company is required to maintain minimum amounts of capital to "risk
weighted" assets, as defined by banking regulators. The Company is required to
have Tier 1 and Total Capital ratios of 4.0% and 8.0%, respectively. At March
31, 2001, the Company's ratios were 9.29% and 10.46%, respectively. At December
31, 2000, the company's ratios were 9.74% and 10.99%, respectively. The ratio of
shareholders' equity to average assets was 10.0% and 11.93% at March 31, 2001
and December 31, 2000, respectively.


                                       18
<PAGE>

                           Part II. Other Information

Item 5

Other Information

None

Item 6

(a) Exhibits. The list of exhibits is set forth on the Exhibit Index attached
hereto.

(b) None.


                                       19
<PAGE>

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 thereunto duly authorized.

                                                 Cowlitz Bancorporation
                                                 (Registrant)


Dated: May 14, 2001                              /s/
                                                 -------------------------------
                                                 Harve E. Menkens
                                                 President


Dated: May 14, 2001                              /s/
                                                 -------------------------------
                                                 Don P. Kiser
                                                 Vice-President/CFO/Secretary


                                       20
<PAGE>

                                  Exhibit Index

Exhibit No.

3.1*  Restated and Amended Articles of Incorporation of the Company

3.2*  Bylaws of the Company

      *     Incorporated by reference to the Company's Registration Statement on
            Form S-1, File No. 333-44355


                                       21