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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[  ]  
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
	
	91-1529841(State or other jurisdiction
	
	(I.R.S. Employerof 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)
Yes[ ] No [X]

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, 2005: 4,174,552 shares

1

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COWLITZ BANCORPORATION AND SUBSIDIARYTABLE OF CONTENTSPAGEPart I
	
	FINANCIAL INFORMATIONItem 1.
	
	Financial StatementsConsolidated Statements of Condition -
	
	3March 31, 2005, and December 31, 2004Consolidated Statements of Income -
	
	4-5Three months ended March 31, 2005, 2004 and year ended December 31, 2004Consolidated Statements of Changes in Shareholders' Equity -
	
	6Year ended December 31, 2004 and three months ended March 31, 2005Consolidated Statements of Cash Flows -
	
	7Three months ended March 31, 2005 and 2004Notes to Consolidated Financial Statements
	
	8-13Item 2.
	
	Management's Discussion and Analysis of Financial Condition
	
	14-21And Results of OperationsItem 3.
	
	Quantitative and Qualitative Disclosures About Market Risk
	
	21-22Item 4.
	
	Controls and Procedures
	
	22Part II
	
	OTHER INFORMATIONItem 1.
	
	Legal Proceedings
	
	22Item 2.
	
	Unregistered Sales of Equity Securities and Use of Proceeds
	
	22Item 3.
	
	Defaults upon Senior Securities
	
	22Item 4.
	
	Submission of Matters to a Vote of Security Holders
	
	22Item 5.
	
	Other Information
	
	22Item 6.
	
	Exhibits
	
	22Signatures
	
	23Certification of Chief Executive Officer and Chief Financial Officer
	
	24-26


Forward-Looking Statements

Managements discussion and the information in this document and the accompanying financial statements contain forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by words such as "expect", "believe", "intend", "anticipate", "estimate" or similar
expressions, and are subject to risks and uncertainties that could cause actual results to differ materially from those stated. Examples of such risks and uncertainties that could have a material adverse effect on the operations and future prospects
of the Company, and could render actual results different from those expressed in the forward-looking statements, include, without limitation: changes in general economic conditions, competition for financial services in the market area of the
Company, the level of demand for loans, quality of the loan and investment portfolio, deposit flows, legislative and regulatory initiatives, whether the Company can successfully complete the merger with AEA Bancshares, and monetary and fiscal
policies of the U.S. Government affecting interest rates. The reader is advised that this list of risks is not exhaustive and should not be construed as any prediction by the Company as to which risks would cause actual results to differ materially
from those indicated by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.

2

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Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

COWLITZ BANCORPORATION AND SUBSIDIARY 
CONSOLIDATED STATEMENTS OF CONDITION
(dollars in thousands)

|                                                                        
|------------------------------------------------------------------------
|                                                                        
|ASSETS                                                                  
|                                                                        
|Cash and cash equivalents                                               
|Investment securities:                                                  
|Available-for-sale (at fair value, cost of $57,551 and $59,682 at       
|March 31, 2005 and December 31, 2004, respectively)                     
|                                                                        
|Total investment securities                                             
|                                                                        
|Federal Home Loan Bank stock, at cost                                   
|                                                                        
|Loans, net of deferred loan fees                                        
|Allowance for loan losses                                               
|                                                                        
|Total loans, net                                                        
|                                                                        
|Cash surrender value of bank-owned life insurance                       
|Premises and equipment, net of accumulated depreciation of $4,783 and   
|$4,703 at March 31, 2005 and December 31, 2004, respectively            
|Goodwill, net of impairment adjustments and accumulated amoritzation    
|of $1,987 at March 31, 2005 and December 31, 2004, respectively         
|Accrued interest receivable and other assets                            
|                                                                        
|TOTAL ASSETS                                                            
|                                                                        
|                                                                        
|LIABILITIES                                                             
|Deposits:                                                               
|Non-interest-bearing demand                                             
|Savings and interest-bearing demand                                     
|Certificates of deposit                                                 
|                                                                        
|Total deposits                                                          
|                                                                        
|Federal funds purchased                                                 
|Federal Home Loan Bank borrowings                                       
|Other borrowings                                                        
|Accrued interest payable and other liabilities                          
|                                                                        
|TOTAL LIABILITIES                                                       
|                                                                        
|SHAREHOLDERS' EQUITY                                                    
|Preferred stock, no par value; 5,000,000 shares authorized; no shares   
|issued and outstanding at March 31, 2005 and December 31, 2004          
|Common stock, no par value; 25,000,000 shares authorized; with 4,174,552
|and 4,173,552 shares issued and outstanding at March 31, 2005 and       
|December 31, 2004, respectively                                         
|Additional paid-in capital                                              
|Retained earnings                                                       
|Accumulated other comprehensive (loss) income, net of taxes             
|                                                                        
|TOTAL SHAREHOLDERS' EQUITY                                              
|                                                                        
|                                                                        
|TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                              
|                                                                        
|                                                                        
|                                                                        

3

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|COWLITZ BANCORPORATION AND SUBSIDIARY                          
|---------------------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                              
|(dollars in thousands, except per share amounts)               
|                                                               
|                                                               
|                                                               
|                                                               
|                                                               
|INTEREST INCOME                                                
|Interest and fees on loans                                     
|Interest on taxable investment securities                      
|Interest on non-taxable investment securities                  
|Other interest and dividend income                             
|                                                               
|Total interest income                                          
|                                                               
|                                                               
|INTEREST EXPENSE                                               
|Savings and interest-bearing demand                            
|Certificates of deposit                                        
|Federal funds purchased                                        
|Federal Home Loan Bank borrowings                              
|Other borrowings                                               
|                                                               
|Total interest expense                                         
|                                                               
|                                                               
|Net interest income before (benefit) provision for loan losses 
|                                                               
|(BENEFIT) PROVISION FOR LOAN LOSSES                            
|                                                               
|Net interest income after (benefit) provision for loan losses  
|                                                               
|                                                               
|NON-INTEREST INCOME                                            
|Service charges on deposit accounts                            
|Gains on loans sold                                            
|Mortgage brokerage fees                                        
|Credit card income                                             
|Fiduciary income                                               
|Increase in cash surrender value of bank-owned life insurance  
|Net losses on sales of investment securities available-for-sale
|Net (losses) gains on sale of repossessed assets               
|Other income                                                   
|                                                               
|Total non-interest income                                      
|                                                               

4

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|COWLITZ BANCORPORATION AND SUBSIDIARY            
|-------------------------------------------------
|CONSOLIDATED STATEMENTS OF INCOME                
|(dollars in thousands, except per share amounts) 
|                                                 
|                                                 
|                                                 
|                                                 
|                                                 
|NON-INTEREST EXPENSE                             
|Salaries and employee benefits                   
|Net occupancy and equipment expense              
|Professional fees                                
|Business taxes                                   
|FDIC assessment                                  
|Credit card expense                              
|Data processing and communications               
|Loan expense                                     
|Postage and freight                              
|Travel and education                             
|Stationery and supplies                          
|Temporary help                                   
|Amortization of intangible assets                
|Expenses relating to other real estate owned     
|Insurance Premiums                               
|Placement fees and other employee hiring expenses
|Other expenses                                   
|                                                 
|Total non-interest expense                       
|                                                 
|Income before provision for income taxes         
|INCOME TAX PROVISION                             
|                                                 
|NET INCOME                                       
|                                                 
|                                                 
|BASIC EARNINGS PER SHARE OF COMMON STOCK         
|                                                 
|DILUTED EARNINGS PER SHARE OF COMMON STOCK       
|                                                 
|WEIGHTED-AVERAGE SHARES OUTSTANDING  BASIC      
|                                                 
|WEIGHTED-AVERAGE SHARES OUTSTANDING  DILUTED    
|                                                 

5

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COWLITZ BANCORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY AND COMPREHENSIVE INCOME (dollars in thousands)

|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|---------------------------------- |  | ------------ |  | ------- |  | -------- |  | ------------- |  | ------------- |  | ------------- |  | ------------- |  | ------ |  | - |  | ------ |  | -
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  | Accumulated   |  |        |  |   |  |        |  |  
|                                   |  |              |  |         |  |          |  | Additional    |  |               |  | Other         |  | Total         |  |        |  |  
|                                   |  | Common stock |  | Paid-in |  | Retained |  | Comprehensive |  | Shareholders |  |               |  | Comprehensive
|                                   |  | Shares       |  | Amount  |  | Capital  |  | Earnings      |  | Income(Loss)  |  | Equity        |  |               |  | Income
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |              
|BALANCE, December 31, 2003         |  | 3,898,652    |  |         |  | 17,957   |  |               |  | 1,609         |  | 12,011        |  |               |  | 225    |  |   |  | 31,802 |  |  
|Comprehensive income:              |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Net income                         |  | -            |  |         |  | -        |  |               |  | -             |  | 1,940         |  |               |  | -      |  |   |  | 1,940  |  | $
|Net unrealized gain on investments |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|reclassified from held-to-maturity |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|to available-for-sale, net of      |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|deferred taxes of $134             |  | -            |  |         |  | -        |  |               |  | -             |  | -             |  |               |  | 261    |  |   |  | 261    |  |  
|Net change in unrealized gain on   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|investments available-for-sale,    |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|net of deferred taxes of $140      |  | -            |  |         |  | -        |  |               |  | -             |  | -             |  |               |  | (272)  |  |   |  | (272)  |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Comprehensive income               |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  | $
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Proceeds from the exercise of      |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|stock options and employee stock   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|purchases                          |  | 274,900      |  |         |  | 1,554    |  |               |  | -             |  | -             |  |               |  | -      |  |   |  | 1,554  |  |  
|Tax benefit from the exercise      |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|of stock options                   |  | -            |  |         |  | -        |  |               |  | 413           |  | -             |  |               |  | -      |  |   |  | 413    |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |       
|                                  
|BALANCE, December 31, 2004         |  | 4,173,552    |  | $       |  | 19,511   |  | $             |  | 2,022         |  | $      13,951 |  | $             |  | 214    |  | $ |  | 35,698 |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |       
|Comprehensive income:              |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Net income                         |  | -            |  |         |  | -        |  |               |  | -             |  | 642           |  |               |  | -      |  |   |  | 642    |  | $
|Net change in unrealized gain on   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|investments available-for-sale,    |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|net of deferred taxes of $265      |  | -            |  |         |  | -        |  |               |  | -             |  | -             |  |               |  | (515)  |  |   |  | (515)  |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Comprehensive income               |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  | $
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|Proceeds from the exercise of      |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|stock options and employee stock   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |        |  |   |  |        |  |  
|purchases                          |  | 1,000        |  |         |  | 5        |  |               |  | -             |  | -             |  |               |  | -      |  |   |  | 5      |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |       
|                                  
|BALANCE, March 31, 2005            |  | 4,174,552    |  | $       |  | 19,516   |  | $             |  | 2,022         |  | $      14,593 |  | $             |  | (301)  |  | $ |  | 35,830 |  |  
|                                   |  |              |  |         |  |          |  |               |  |               |  |               |  |               |  |       

6

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|CONSOLIDATED STATEMENTS OF CASH FLOWS                                                       
|--------------------------------------------------------------------------------------------
|(dollars in thousands)                                                                      
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|                                                                                            
|CASH FLOWS FROM OPERATING ACTIVITIES                                                        
|Net income from operations                                                                  
|Adjustments to reconcile net income to net cash from operating activities:                  
|Deferred tax expense                                                                        
|Depreciation and amortization                                                               
|(Benefit) provision for loan losses                                                         
|Increase in cash surrender value of bank-owned life insurance                               
|Federal Home Loan Bank stock dividends                                                      
|Net amortization of investment security premiums and accretion of discounts                 
|Net losses on sales of foreclosed asset                                                     
|Net gain losses on the sale and disposal of premises and equipment                          
|Net gains on loans sold                                                                     
|Origination of loans held-for-sale                                                          
|Proceeds from loan sales                                                                    
|(Increase) decrease in accrued interest receivable and other assets                         
|Increase in accrued interest payable and other liabilities                                  
|                                                                                            
|Net cash from operating activities                                                          
|                                                                                            
|                                                                                            
|CASH FLOWS FROM INVESTING ACTIVITIES                                                        
|Proceeds from maturities and sales of investment securities available-for-sale              
|Proceeds from redemption of Federal Home Loan Bank stock                                    
|Net (increase) decrease in loans                                                            
|Proceeds from sale of foreclosed assets                                                     
|Purchases of premises and equipment                                                         
|Proceeds from the sale of premises and equipment                                            
|                                                                                            
|Net cash from investment activities                                                         
|                                                                                            
|                                                                                            
|CASH FLOWS FROM FINANCING ACTIVITIES                                                        
|Net increase (decrease) in savings, noninterest-bearing and interest-bearing demand deposits
|Net increase in certificates of deposit                                                     
|Net increase (decrease) in federal funds purchased                                          
|Proceeds from Federal Home Loan Bank borrowings                                             
|Repayment of Federal Home Loan Bank borrowings                                              
|Repayment of other borrowings                                                               
|Proceeds from the exercise of stock options                                                 
|                                                                                            
|Net cash from financing activities                                                          
|                                                                                            
|                                                                                            
|Net increase in cash and cash equivalents                                                   
|CASH AND CASH EQUIVALENTS, beginning of period                                              
|                                                                                            
|CASH AND CASH EQUIVALENTS, end of period                                                    
|                                                                                            
|See accompanying notes                                                                      

7

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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") was organized
in 1991 under Washington law to become the holding company for Cowlitz Bank (the
"Bank"), a Washington state chartered bank that commenced operations in 1978.
The principal executive offices of the Company are located in Longview,
Washington. Cowlitz Bank operates four branches in Cowlitz County in southwest
Washington. Outside of Cowlitz County, the Bank does business under the name Bay
Bank with branches in Bellevue, Washington, and Portland, Oregon, a loan
production office in Vancouver, Washington, and a limited service branch in a
retirement center in Wilsonville, Oregon. Cowlitz Bank also provides mortgage
banking services through its Bay Mortgage division with offices in Longview,
Castle Rock, Kalama, and Vancouver, Washington. During much of 2003, the Company
also operated Bay Mortgage and Bay Escrow offices in Bellevue and Seattle,
Washington. As part of a strategy to consolidate resources into commercial
banking, and reduce reliance on mortgage lending activities, those offices were
closed during the fourth quarter of 2003 and the first quarter of 2004.

The Bank offers or makes available a broad range of
financial services to its customers, primarily small and medium-sized
businesses, professionals, and retail customers. The Bank's commercial and
personal banking services include commercial and real estate lending, consumer
lending, and trust services. The Bank's goals are to offer exceptional customer
service and to invest in the markets it serves through its business practices
and community service.

2.Principles of Consolidation

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

The interim financial statements have been prepared without an audit and in accordance with the instructions to Form 10-Q, generally accepted accounting principals, and banking industry practices. Accordingly, they do not
include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, including normal recurring accruals
necessary for a 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, 2005 are not necessarily indicative of results to be anticipated for
the year ending December 31, 2005.

3.Cash and Cash Equivalents

For the purpose of presentation in the statements of cash flows, cash and cash equivalents include cash on hand, amounts due from banks including certificates of deposit, and federal funds sold. Federal funds sold generally
mature the day following purchase.

4.Use of Estimates in the Preparation of Financial Statements

Preparation of the consolidated financial statements, in conformity with accounting principles generally accepted in the United States of America, 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. Significant estimates include the
allowance for loan losses and the carrying value of the Company's goodwill. Actual results could differ from those estimates.

5.Earnings Per Share

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

|                                              |  | Three Months Ended |  | Year Ended  
|--------------------------------------------- |  | ------------------ |  | ------------
|                                              |  | March 31,          |  | December 31,
|                                              |  | 2005               |  | 2004        
|                                              |  |                    |  |             
|Weighted-average shares  basic               |  | 4,174,141          |  | 3,906,379   
|Effect of assumed conversion of stock options |  | 135,626            |  | 229,533     
|                                              |  |                    |  |             
|                                             
|Weighted-average shares  diluted             |  | 4,309,767          |  | 4,135,912   
|                                              |  |                    |  |             

Options to purchase 150,000 shares of common stock with exercise price of $12.00 were outstanding at March 31, 2005, 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 for the three month period ended March 31, 2005. These options expire in 2010.

Options to purchase 239,966 shares of common stock with exercise prices ranging from $10.99 to $12.00, with an average price of $11.66, were outstanding at March 31, 2004 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 for the three month period ended March 31, 2004. These options expire from 2009-2014.

8

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

6.Subsequent Events

AEA Bancshares Inc., Merger

On May 4, 2005, Cowlitz Bancorporation, parent company of Cowlitz Bank announced the signing of a definitive agreement for the merger of AEA Bancshares, Inc. parent company of Asia-Europe-Americas Bank, into Cowlitz
Bancorporation in a stock transaction. Simultaneously, Asia-Europe-Americas Bank will merge into Cowlitz Bank. The all stock transaction is valued between approximately $5.8 million and $6.9 million, depending on the outcome of certain
matters prior to closing.

Trust Preferred Securities

On April 29, 2005, Cowlitz Bancorporation completed the issuance of $12 million in trust preferred securities. Under the terms of the pooled transaction, the securities have a maturity of 30 years and are redeemable
without penalty after five years. The securities bear a floating rate of 1.75% above the three-month Libor rate. Of the $12 million raised, $8 million was distributed to Cowlitz Bank to maintain capital levels and support future
growth.

7.Recently Issued Accounting Standards

In December 2004, the FASB issued Statement No. 123(R), Share-Based Payment. This statement replaces existing requirements under SFAS No. 123, Accounting for Stock-Based Compensation, and eliminates
the ability to account for share-based compensation transactions under APB Opinion No. 25, Accounting for Stock Issued to Employees. SFAS No. 123(R) requires stock-based transactions to be recognized as compensation expense in the income
statement based on their fair values at the date of grant. The fair value should be estimated using option-pricing models such as the Black-Scholes model or a binomial model. This statement is effective for annual periods beginning after December
15, 2005. At this time, the Company does not believe the future impact on earnings to be a great extent different than what has historically been reported as the pro forma effect to income in Note 8. The impact to operating and financing cash flows
is not considered to be material to the consolidated financial statements.

In March 2004, the Financial Accounting Standards Board (FASB) ratified the consensuses reached by the Emerging Issues Task Force (EITF) regarding Issue 03-1, The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments. Issue 03-1 provides guidance on recognition and measurement of other-than-temporary impairment and its application to certain investments, including all debt securities and equity securities that are subject
to the scope of SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities.

On September 30, 2004, FASB issued a proposed Board-directed Staff Position, FSP EITF Issue 03-1-a, Implementation Guidance for the Application of Paragraph 16 of EITF Issue 03-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments. The proposed FSP will provide implementation guidance with respect to debt securities that are impaired solely due to interest rates and/or sector spreads and analyzed for
other-than-temporary impairment under paragraph 16 of Issue 03-1. The Board has delayed the effective date to provide further implementation guidance. This delay does not suspend the requirement to recognize other-than-temporary impairments as
required by existing authoritative literature. The delay of the effective date for paragraphs 10 through 20 of Issue 03-1 will be superceded concurrent with the final issuance of FSB EITF Issue 03-1-a. The Company does not anticipate adoption of
this Staff Position will have a material effect on its financial condition or results of operations.

In December 2003, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 03-3 (SOP 03-3), Accounting for Certain Loans or Debt Securities
Acquired in a Transfer, which addresses the accounting for certain loans acquired in a transfer when it is probable, at acquisition, that the investor will be unable to collect all contractually required payments receivable. SOP 03-3 is to be
applied prospectively, effective for loans acquired in years beginning after December 15, 2004. SOP 03-3 requires acquired loans with evidence of credit deterioration to be recorded at fair value and prohibits recording any valuation allowance
related to such loans at the time of purchase. This SOP limits the yield that may be accreted on such loans to the excess of the investors estimated cash flows over its initial investment in the loan. The excess of contractual cash flows over
cash flows expected to be collected is not to be recognized as an adjustment of yield. Subsequent increases in cash flows expected to be collected are recognized prospectively through adjustment of the loans yield over its remaining life.
Decreases in cash flows expected to be collected are recognized as impairment. Loans carried at fair value, mortgage loans held-for-sale, and loans to borrowers in good standing under revolving credit agreements are excluded from the scope of
SOP 03-3. The Company does not anticipate adoption of this Statement of Position will have a material effect on its financial condition or results of operations.

9

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

8.Stock-Based Compensation

SFAS No. 123, Accounting for Stock-Based Compensation, requires disclosure about stock-based compensation arrangements regardless of the method used to account for them. As permitted by SFAS No. 123, the Company
has decided to apply the accounting provisions of Accounting Principles Board (APB) Opinion No. 25, and therefore discloses the difference between compensation cost included in net income and the related cost measured by the fair value-based method
defined by SFAS No. 123, including tax effects, that would have been recognized in the statement of income if the fair value method had been used. Under APB Opinion No. 25, no compensation cost has been recognized for the Companys stock option
plans. Had compensation cost for these plans been determined consistent with SFAS No. 123 and recognized over the vesting period, the Companys net income and earnings per share would have been reduced to the following pro forma
amounts:

|                           |                                                  | Three Months Ended |                | Three Months Ended |                   |          |  | Year Ended
|-------------------------- | ------------------------------------------------ | ------------------ | -------------- | ------------------ | ----------------- | -------- |  | ----------
|                           | March 31, 2005                                   |                    | March 31, 2004 |                    | December 31, 2004
|                           |                                                  |                    |                |                    |                   |         
|                           |                                                  | As                 |                | Pro                |                   | As       |  | Pro       
|                           |                                                  | Reported           |                | Forma              |                   | Reported |  | Forma     
|                           |                                                  |                    |                |                    |                   |          |  |           
|                           | (dollars in thousands, except for share amounts)
|Net income                 |                                                  | $                  |                | 642                |                   | $        |  | 468       
|                           |                                                  |                    |                |                    |                   |          |  |           
|Basic earnings per share   |                                                  | $                  |                | 0.15               |                   | $        |  | 0.11      
|                           |                                                  |                    |                |                    |                   |          |  |           
|Diluted earnings per share |                                                  | $                  |                | 0.15               |                   | $        |  | 0.11      
|                           |                                                  |                    |                |                    |                   |          |  |           

The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used for the periods ended March 31, 2005 and 2004.

|                      |  |                    |  |             
|--------------------- |  | ------------------ |  | ------------
|                      |  | Three Months Ended |  | Year Ended  
|                      |  | March 31,          |  | December 31,
|                      |  | 2005               |  | 2004        
|                      |  |                    |  |             
|                     
|Dividend yield        |  | 0.00%              |  | 0.00%       
|Expected life (years) |  | 4.26               |  | 4.26        
|Expected volatility   |  | 35.12%             |  | 38.40%      
|Risk-free rate        |  | 4.00%              |  | 2.98%       

10

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

9.Comprehensive Income

For the Company, comprehensive income primarily includes net income reported on the statements of income and changes in the fair value of available-for-sale investment securities. These amounts are included in Other
Comprehensive Income on the consolidated statement of changes in shareholders equity.

|                                                             |  |                    |  |              |  |      |  |     |  | Twelve Months
|------------------------------------------------------------ |  | ------------------ |  | ------------ |  | ---- |  | --- |  | -------------
|                                                             |  | Three Months Ended |  | Ended       
|                                                             |  | March 31,          |  | December 31,
|                                                             |  | 2005               |  | 2004         |  | 2004
|                                                             |  |                    |  |              |  |     
|                                                            
|(dollars in thousands)                                       |  |                    |  |              |  |      |  |     |  |              
|Unrealized gain (loss) arising during the period, net of tax |  | $                  |  | (515)        |  | $    |  | 382 |  | $            
|Less reclassification adjustment for net realized losses     |  |                    |  |              |  |      |  |     |  |              
|on securities available-for-sale included in net             |  |                    |  |              |  |      |  |     |  |              
|income during the year, net of tax                           |  |                    |  | -            |  |      |  | -   |  |              
|                                                             |  |                    |  |              |  |     
|                                                            
|Net unrealized gain (loss) included in                       |  |                    |  |              |  |      |  |     |  |              
|other comprehensive income                                   |  | $                  |  | (515)        |  | $    |  | 382 |  | $            
|                                                             |  |                    |  |              |  |     
|                                                            
|                                                            
|                                                             |  |                    |  |              |  |      |  |     |  |              

The Company is principally engaged in community banking activities through its branches and corporate offices. 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 mortgage
banking segment, Bay Mortgage, offers a full line of residential lending products including FHA and VA loans, construction loans, and bridge loans.

The community banking and mortgage banking activities are monitored and reported by Company management as separate operating segments. Despite the closure of Bay Escrow and the Bellevue and Seattle offices of Bay Mortgage
during the fourth quarter of 2003, mortgage lending activities in the remaining locations will continue to be reported as a separate operating segment.

The accounting policies for the Company's segment information provided in the following tables are the same as those described for the Company in the summary of significant accounting policies footnote included in the
Company's 2004 annual report, except that some operating expenses and the results of discontinued operations are not allocated to segments.

11

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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 three months ended March 31, 2005 and 2004, concerning the Company's reportable segments is shown in the following tables:

|                                     |  | Three Months Ended March 31, 2005
|------------------------------------ |  | ---------------------------------
|                                     |  |                                  
|                                     |  |                                  
|                                     |  | Banking                          
|                                     |  |                                  
|Interest income                      |  | $ 4,813                          
|Interest expense                     |  | 1,651                            
|                                     |  |                                  
|Net interest income                  |  | 3,162                            
|Provision (benefit) for loan losses  |  | -                                
|Noninterest income                   |  | 539                              
|Noninterest expense                  |  | 2,722                            
|                                     |  |                                  
|Income (loss) before provision       |  |                                  
|(benefit) for income taxes           |  | 979                              
|Provision (benefit) for income taxes |  | 261                              
|                                     |  |                                  
|Net income (loss)                    |  | $ 718                            
|                                     |  |                                  
|Depreciation and amortization        |  | $ 70                             
|                                     |  |                                  
|Total assets                         |  | $ 285,963                        
|                                     |  |                                  
|                                     |  | Three Months Ended March 31, 2004
|                                     |  |                                  
|                                     |  |                                  
|                                     |  | Banking                          
|                                     |  |                                  
|Interest income                      |  | $ 4,071                          
|Interest expense                     |  | 1,173                            
|                                     |  |                                  
|Net interest income                  |  | 2,898                            
|Provision (benefit) for loan losses  |  | 150                              
|Noninterest income                   |  | 531                              
|Noninterest expense                  |  | 2,519                            
|                                     |  |                                  
|Income (loss) before provision       |  |                                  
|(benefit) for income taxes           |  | 760                              
|Provision (benefit) for income taxes |  | 200                              
|                                     |  |                                  
|Net income (loss)                    |  | $ 560                            
|                                     |  |                                  
|Depreciation and amortization        |  | $ 162                            
|                                     |  |                                  
|Total assets                         |  | $ 257,633                        
|                                     |  |                                  

12

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|COWLITZ BANCORPORATION AND SUBSIDIARY                                
|---------------------------------------------------------------------
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                           
|(amounts in thousands, except number of shares and per share amounts)
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|                                                                     
|(dollars in thousands)                                               
|Interest income                                                      
|Interest expense                                                     
|                                                                     
|                                                                     
|Net interest income                                                  
|                                                                     
|Provision for loan losses                                            
|Non-interest income                                                  
|Non-interest expense                                                 
|                                                                     
|                                                                     
|Income (loss) before provision                                       
|(benefit) for income taxes                                           
|                                                                     
|Provision (benefit) for income taxes                                 
|                                                                     
|                                                                     
|Net income (loss)                                                    
|                                                                     
|                                                                     
|Depreciation and amortization                                        
|                                                                     
|                                                                     
|Total assets                                                         
|                                                                     

Compared to segment information reported during the three months ended March 31, 2005, the mortgage banking segment experienced significantly lower activity during the corresponding periods of 2004. In December 2003 and the
first quarter of 2004, the Company reduced the size of its mortgage banking operations by closing its Bay Mortgage offices in Bellevue and Seattle. Reduced demand for mortgage refinance loans and a desire to concentrate resources on the core banking
segment were significant factors leading to the decision to scale back the mortgage banking segment.

The banking segment did not record a provision for loan losses for the period ending March 31, 2005. During the three months ended March 31, 2004, the banking segment recorded a provision of $150,000, which was offset
by the holding company recovery of $163,000. The recovery was a result of previously charged-off loans in a segment that no longer carried a loan portfolio.

Although mortgage operations have been significantly reduced, and have generated small losses, improved efficiencies and an increase in net interest income in the banking segment more than offset the losses. The banking
segment reported net income of approximately $718,000 during the first three months of 2005, compared to $560,000 during the same period of 2004, an increase of $158,000.

13

---

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations for the Three Months Ended March 31, 2005 and 2004

The Companys net income for the first quarter of 2005 was $642,000 or $0.15 per diluted share, compared to net income of $397,000, or $0.10 per diluted share for the first quarter of 2004. Net income
was $245,000 or 62% higher during the three months ended March 31, 2005 compared to the same period of 2004.

Net interest income increased $295,000 in the first quarter of 2005, compared to the same period in 2004. Average earning assets increased $25 million from $234,1 million in the first quarter of 2004 to
$259.2 million for the period ending March 31, 2005. Average interest bearing liabilities increased $19.9 million from $169.5 million to $189.5 million during the same period.

The banking segment did not record a provision for loan losses for the period ending March 31, 2005. During the three months ended March 31, 2004, the banking segment recorded a provision of $150,000, which was offset
by the holding company recovery of $163,000. The recovery was a result of previously charged-off loans in a segment that no longer carried a loan portfolio.

Financial Condition as of March 31, 2005 and December 31, 2004

At March 31, 2005, total assets were $286.7 million an increase of $13.4 million or 4.9% from December 31, 2004.  Liabilities increased to $250.9 as of March 31, 2005 from $237.6 as of December 31,
2004.

The primary increase in assets is reflected in loans with an increase of $8.3 million from December 2004 to March 2005. Cash and cash equivalents increased $7.3 million from December 2004 to March 2005. Total
deposits increased $13.2 million of which $7.8 million were in savings and interest-bearing demand deposits.

Critical Accounting Policies

The Companys most critical accounting policy is related to the allowance for loan losses. The Company utilizes both quantitative and qualitative considerations in establishing an allowance for loan losses believed to
be appropriate as of each reporting date.

Quantitative factors include:

- the volume and severity of non-performing loans and adversely classified credits,
- the level of net charge-offs experienced on previously classified loans,
- the nature and value of collateral securing the loans,
- the trend in loan growth and the percentage of change,
- the level of geographic and/or industry concentration,
- the relationship and trend over the past several years of recoveries in relation to charge-offs, and
- other known factors regarding specific loans.

Qualitative factors include

- the effectiveness of credit administration,
- the adequacy of loan review,
- the adequacy of loan operations personnel and processes,
- the effect of competitive issues that impact loan underwriting and structure,
- the impact of economic conditions, and
- the introduction of new loan products or specific marketing efforts.

Changes in the above factors could significantly affect the determination of the adequacy of the allowance for loan losses. Management performs a full analysis, no less often than quarterly, to ensure that changes in
estimated loan loss levels are adjusted on a timely basis. For further discussion of this significant management estimate, see Allowance for Loan Losses. Another critical accounting policy for the Company is that related to the carrying
value of goodwill. Goodwill was recognized as the excess of cost over the fair value of net assets acquired from the purchase of Bay Mortgage, and the Portland, Oregon branch of Bay Bank, formerly Northern Bank of Commerce. Goodwill was amortized
using the straight-line method over a 15-year period until December 31, 2001. Effective January 1, 2002, pursuant to Statement of Financial Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets, the Bank ceased
amortization of goodwill and completed its first of ongoing assessments of goodwill impairment in March 2002. The $852,000 current balance of goodwill is related entirely to the Northern Bank of Commerce purchase. Goodwill impairment will be
deemed to exist in the future if the net book value of a reporting unit, considered by the Bank to represent its operating segments, exceeds its estimated fair value.

14

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Analysis of Net Interest Income

The primary component of the Companys 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, net interest spread, and net interest margin result from changes in asset and liability volume, mix, and changes to rates earned or paid. Net interest 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 volume and relative
mix of interest-earning assets and interest-bearing liabilities. Volume refers to the dollar level of interest-earning assets and interest-bearing liabilities.

Three months ended March 31, 2005 and 2004

Interest income from certain of the Companys earning assets is non-taxable. The following tables present interest income and expense, including adjustments for non-taxable interest income, and the resulting tax
adjusted yields earned, rates paid, interest rate spread, and net interest margin for the periods indicated.

|                                          |  |   |  | Three Months Ended |  |          |  |         |  |           
|----------------------------------------- |  | - |  | ------------------ |  | -------- |  | ------- |  | ----------
|                                          |  |   |  | March 31           |  | Increase |  |        
|(dollars in thousands)                    |  |   |  | 2005               |  |          |  | 2004    |  | (Decrease)
|                                          |  |   |  |                    |  |          |  |        
|Interest income                           |  | $ |  | 4,112              |  | $        |  | 3,620   |  | $         
|Tax effect of non-taxable interest income |  |   |  | 55                 |  |          |  | 38      |  |           
|                                          |  |   |  |                    |  |          |  |        
|Tax equivalent interest income            |  |   |  | 4,167              |  |          |  | 3,658   |  |           
|Interest expense                          |  |   |  | 951                |  |          |  | 754     |  |           
|                                          |  |   |  |                    |  |          |  |        
|Net interest income                       |  | $ |  | 3,216              |  | $        |  | 2,904   |  | $         
|                                          |  |   |  |                    |  |          |  |        
|                                         
|Average interest-earning assets           |  | $ |  | 259,169            |  | $        |  | 234,075 |  | $         
|Average interest-bearing liabilities      |  | $ |  | 189,479            |  | $        |  | 169,536 |  | $         

|Average yields earned (1)   |  | 6.43% |  | 6.25% |  | 18  |  | b.p. |  | (3)
|--------------------------- |  | ----- |  | ----- |  | --- |  | ---- |  | ---
|Average rates paid (1)      |  | 2.01% |  | 1.78% |  | 23  |  | b.p. |  | (3)
|Net interest spread (1)     |  | 4.42% |  | 4.47% |  | (5) |  | b.p. |  | (3)
|Net interest margin (1) (2) |  | 4.96% |  | 4.96% |  | -   |  | b.p. |  | (3)

|(1) | Ratios for the three months ended March, 2005 and 2004 have been annualized           
|--- | --------------------------------------------------------------------------------------
|(2) | Computed by dividing net-interest income by average interest-earning assets annualized
|(3) | b.p. stands for "basis points" (100 b.p. is equal to 1.0%)                            
|   

Comparing the quarter ended March 31, 2005 to the quarter ended March 31, 2004, tax equivalent interest income was $492,000 higher, due to an increase of $25 million in average interest-earning assets. Interest
expense increased $197,000 as average interest-bearing liabilities increased $19.9 million. With increasing rates on both interest-earning assets and liabilities, the interest margin remained at 4.96% for both periods.

Prime rate has increased 50 basis points from 5.25% at December 2004 to 5.75% for the period ending March 31, 2005.

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. The quarterly provision recorded as an increase to the allowance for loan losses are based upon estimates of probable losses inherent in the loan portfolio. The loss amount actually realized for these loans
can vary significantly from the estimated amounts. See the Allowance for Loan Losses discussion for additional detail.

Three months ended March 31, 2005 and 2004

The banking segment recorded no provision for loan losses for the first quarter of 2005 due to the overall strengthening in loan quality. In 2004, the banking segment recorded a provision of $150,000, which was offset
by a holding company recovery of $163,000 resulting in a net recovery of $13,000. The recovery was a result of previously charged-off loans in a segment that no longer carried a loan portfolio.

15

---

|Non-Interest Income                                           |  |                    |  |      |  |   |  |     
|------------------------------------------------------------- |  | ------------------ |  | ---- |  | - |  | ----
|Three months ended March 31, 2005 and 2004                    |  |                    |  |      |  |   |  |     
|Non-interest income consists of the following components:     |  |                    |  |      |  |   |  |     
|                                                              |  | Three Months Ended
|(dollars in thousands)                                        |  | 2005               |  | 2004
|                                                              |  |                    |  |     
|Service charge on deposit accounts                            |  | $                  |  | 137  |  | $ |  | 188 
|Gains on loans sold                                           |  |                    |  | -    |  |   |  | 172 
|Mortgage brokerage fees                                       |  |                    |  | 79   |  |   |  | 105 
|Fiduciary income                                              |  |                    |  | 147  |  |   |  | 101 
|Increase in cash surrender value of bank-owned life insurance |  |                    |  | 82   |  |   |  | 133 
|Card Services income                                          |  |                    |  | 125  |  |   |  | 138 
|ATM income                                                    |  |                    |  | 12   |  |   |  | 12  
|Safe deposit box fees                                         |  |                    |  | 23   |  |   |  | 24  
|Loss on sale of repossessed assets                            |  |                    |  | -    |  |   |  | (80)
|Other miscellaneous fees and income                           |  |                    |  | 13   |  |   |  | 15  
|                                                              |  |                    |  |     
|                                                             
|Total non-interest income                                     |  | $                  |  | 618  |  | $ |  | 808 
|                                                              |  |                    |  |     

Total non-interest income declined $190,000 when comparing the quarters ending March 31, 2005, and 2004. In the first quarter of 2004, the mortgage segment recorded $172,000 as gains on loans sold. In the last
quarter of 2003, as part of the companys strategy to consolidate resources into commercial banking, and to reduce reliance on mortgage lending activities, the company reduced the mortgage operation and no longer sells loans on the secondary
market. Therefore, income associated with the mortgage segment has decreased.

|Non-Interest Expense                                       |                    |   |      |       |  |   |  |      
|---------------------------------------------------------- | ------------------ | - | ---- | ----- |  | - |  | -----
|Three months ended March 31, 2005 and 2004                 |                    |   |      |       |  |   |  |      
|Non-interest expense consists of the following components: |                    |   |      |       |  |  
|                                                           | Three Months Ended
|(dollars in thousands)                                     | 2005               |   | 2004
|                                                           |                    |   |      |      
|Salaries and employee benefits                             |                    |   |      | 1,697 |  |   |  | 1,662
|Net occupancy and equipment expense                        |                    |   |      | 348   |  |   |  | 435  
|Professional fees                                          |                    |   |      | 193   |  |   |  | 160  
|Business taxes                                             |                    |   |      | 51    |  |   |  | 55   
|FDIC assessment                                            |                    |   |      | 8     |  |   |  | 104  
|Credit card expense                                        |                    |   |      | 136   |  |   |  | 130  
|Data processing and communications                         |                    |   |      | 73    |  |   |  | 78   
|Loan expense                                               |                    |   |      | 8     |  |   |  | 15   
|Postage and freight                                        |                    |   |      | 65    |  |   |  | 62   
|Travel and education                                       |                    |   |      | 25    |  |   |  | 36   
|Stationery and supplies                                    |                    |   |      | 32    |  |   |  | 37   
|Temporary help                                             |                    |   |      | 11    |  |   |  | 4    
|Amortization of intangible assets                          |                    |   |      | -     |  |   |  | 66   
|Expenses relating to other real estate owned               |                    |   |      | 15    |  |   |  | 19   
|Insurance Premiums                                         |                    |   |      | 42    |  |   |  | 48   
|Placement fees and other employee hiring expenses          |                    |   |      | 2     |  |   |  | 38   
|Other expenses                                             |                    |   |      | 209   |  |   |  | 224  
|                                                           |                    |   |      |      
|                                                          
|Total non-interest expense                                 |                    | $ |      | 2,915 |  | $ |  | 3,173
|                                                           |                    |   |      |      
|                                                           |                    |   |      |      

Consistent with non-interest income discussed above,
some decrease in non-interest expense from the quarter ending March 31,2004 is
attributed to the reorganization of the Company's mortgage segment during the
forth quarter of 2003 and first quarter 2004.

16

---

At March 31, 2005, the Company had 113 full-time
equivalent employees compared to 106 at March 31, 2004. Also included in salary
expenses are ordinary annual wage increases for many existing employees.

Net occupancy and equipment expenses consist of depreciation on premises and equipment, lease costs, parking, maintenance and repair expenses, utilities and related expenses. When compared to March 31, 2004, there was a
decrease of $33,000.

Professional fees include exam and audit expenses,
accounting, consulting and legal fees, and other professional fees. The increase
in part is due to the out source of the accounting function for the Trust
department, and an increase in Human Resource consulting fees.

FDIC regulations set deposit insurance premiums based
upon the risks a particular bank or savings association poses to the deposit
insurance funds. This system bases an institution's risk category partly upon
whether the institution is well capitalized, adequately capitalized or less than
adequately capitalized. Each insured depository institution is also assigned to
one of three "supervisory" categories based on reviews by regulators,
statistical analysis of financial statements and other relevant information. An
institution's assessment rate depends upon the capital category and supervisory
category to which it is assigned. Annual assessment rates currently range from
zero per $100 of domestic deposits for the highest rated institution to $0.27
per $100 of domestic deposits for an institution in the lowest category. During
the first three months of 2004, the Bank paid an assessment rate of $0.17 per
$100 of domestic deposits. The Bank was not required to pay an assessment rate
during the last six months of 2004 and the first three months of 2005, resulting
in the lower expense during that period. In addition, under legislation enacted
in 1996 to re-capitalize the Savings Association Insurance Fund, the FDIC is
authorized to collect assessments against insured deposits to be paid to the
Financing Corporation ("FICO") to service FICO debt incurred in the 1980's. The
current FICO assessment rate for insured deposits is $0.0144 per $100 of
deposits per year. With the elimination of the assessment rate, the Company
expects the total FDIC insurance expense to be consistent with the first quarter
ended March 31, 2005. Any increase in deposit insurance premiums or FICO
assessments could have an adverse effect on Cowlitz Bank's earnings Costs
related to the operation and disposition of other real estate owned has declined
as the number and value of properties has decreased.

Income Taxes

Three months ended March 31, 2005 and 2004

During the first quarter of 2005 the provision for income taxes was $222,000 compared to $117,000 for the first quarter of 2004.

Loans

Total loans outstanding were $197.7 million and $189.3 million at March 31, 2005 and December 31, 2004, respectively. Unfunded loan commitments such as home equity and other lines of credit, unused available credit
on credit cards, and letters of credit, were $54.6 million at March 31, 2005 and $53.6 million at December 31, 2004.

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

|                          |  | March 31, 2005 |  | December 31, 2004
|------------------------- |  | -------------- |  | -----------------
|                          |  |                |  |                  
|(dollars in thousands)    |  | Amount         |  | Percent          
|                          |  |                |  |                  
|Commercial                |  | $              |  | 60,777           
|Real estate construction  |  |                |  | 20,498           
|Real estate commercial    |  |                |  | 83,757           
|Real estate mortgage      |  |                |  | 28,819           
|Consumer and other        |  |                |  | 4,356            
|                          |  |                |  |                  
|                          |  |                |  | 198,207          
|                          |  |                |  |                  
|Deferred loan fees        |  |                |  | (542)            
|                          |  |                |  |                  
|Total loans               |  |                |  | 197,665          
|Allowance for loan losses |  |                |  | (3,840)          
|                          |  |                |  |                  
|Total loan, net           |  | $              |  | 193,825          
|                          |  |                |  |                  

17

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Allowance for Loan Losses

The allowance for loan losses represents management's estimate of potential losses 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 amount necessary for specific non-performing loans and estimates losses inherent in other loans. An important element in determining the adequacy of the allowance for loan
losses is an analysis of loans by loan risk-rating categories. At a loans inception, management evaluates the credit risk by using a risk-rating system. This grading system currently includes eleven levels of risk. Risk ratings range from
1 for the strongest credits to 10 for the weakest. A 10 rated loan would normally represent a loss. All loans rated 7-10 are collectively the Company's Watch List. The specific grades from 7-10 are
watch list (risk-rating 7), special mention (risk-rating 7.5), substandard (risk-rating 8), doubtful (risk-rating 9), and loss (risk-rating 10). When indicators such as operating losses,
collateral impairment or delinquency problems show that a credit may have weakened, the credit will be downgraded as appropriate. Similarly, as borrowers bring loans current, show improved cash flow, or improve the collateral position of a loan, the
credits may be upgraded. Management reviews all credits periodically for changes in such factors. The result is an allowance with four components, specific allowance, general allowance, special allowance, and an unallocated allowance.

Specific Allowance.Loans on the Company's Watch List, as described above, are specifically reviewed and analyzed. 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. When significant conditions or circumstances exist on an individual loan indicating greater risk, specific reserves may be allocated in addition to the general
reserve percentage for that particular risk-rating.

General Allowance.All loans are risk-rated 1 to 10. Those that do not require a specific allocation are subject to a general allocation based upon historic loss factors. Management
determines these factors by analyzing the volume and mix of the existing loan portfolio, in addition to other factors. Management also analyzes the following:

- the volume and severity of non-performing loans and adversely classified credits;
- the level of net charge-offs experienced on previously classified loans;
- the nature and value of collateral securing the loans; and
- the relationship and trend over the past several years of recoveries in relation to charge-offs.

Special Allowance.From time to time, special reserves will be established to facilitate a change in the Banks strategy and other factors. Special allocations are to take into
consideration various factors that include, but are not limited to:

- Effectiveness of credit administration;
- Adequacy of loan review;
- Loan operations;
- The trend in loan growth and the percentage of change;
- Concentrations both geographic and industry;
- Competitive issues that impact loan underwriting/structure;
- Economic conditions; and
- Any special marketing or introduction of various loan products.

Unallocated Allowance.Management also attempts 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, general, and special allocations 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, general, and special allocations of the allowance, management also considers 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 when and if they occur. 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.

18

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Management's evaluation of the loan portfolio resulted in total allowances for loan losses of $3.8 million at March 31, 2005 and December 31, 2004. The allowance, as a percentage of total loans, declined from 2.00% to
1.94% at March 31, 2005. Management believes the allowance for loan losses at March 31, 2005 is adequate to absorb current potential or anticipated losses. No additional allowance was provided in the first quarter ending March 31, 2005.

The following table shows the components of the allowance for loan loss for the periods indicated:

|                       |  | March 31, 2005 |  | December 31, 2004
|---------------------- |  | -------------- |  | -----------------
|                       |  |                |  |                  
|(dollars in thousands) |  | Amount         |  | Percent          
|                       |  |                |  |                  
|General                |  | $              |  | 1,773            
|Specific               |  |                |  | 257              
|Special                |  |                |  | 1,569            
|Unallocated            |  |                |  | 241              
|                       |  |                |  |                  
|                       |  | $              |  | 3,840            
|                       |  |                |  |                  

Based on Managements assessment of the watch list loans, the unallocated amount of reserves has been decreased by $395,000 from December 31, 2004 to March 31, 2005 and reallocated to specific and special reserves.
Reserve for specific loans was increased from 0.00% to 6.69% . Management believes the local economic recovery, excluding new housing construction segments, is still behind the national trend. Coupled with the anticipation of an increasing interest
rate environment, additional special reserves have been allocated against potential cash flow strains of the Companys borrowers.

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. The following table
shows the Companys loan loss performance for the periods indicated.

|                                                             |  | Three Months Ended |              | Year Ended
|------------------------------------------------------------ |  | ------------------ | ------------ | ----------
|                                                             |  | March 31,          | December 31,
|                                                             |  |                    |              |           
|(dollars in thousands)                                       |  |                    |              | 2005      
|                                                             |  |                    |              |           
|Loans outstanding at end of period, net of deferred fees (1) |  | $                  |              | 197,665   
|Average loans outstanding during the period                  |  | $                  |              | 193,811   
|Allowance for loan losses, beginning of period               |  | $                  |              | 3,796     
|Loans charged off:                                           |  |                    |              |           
|Commercial                                                   |  |                    |              | -         
|Real Estate                                                  |  |                    |              | -         
|Consumer                                                     |  |                    |              | 5         
|Credit Cards                                                 |  |                    |              | 5         
|                                                             |  |                    |              |           
|Total loans charged-off                                      |  |                    |              | 10        
|                                                             |  |                    |              |           
|                                                            
|Recoveries:                                                  |  |                    |              |           
|Commercial                                                   |  |                    |              | 13        
|Real Estate                                                  |  |                    |              | 34        
|Consumer                                                     |  |                    |              | 5         
|Credit Cards                                                 |  |                    |              | 2         
|                                                             |  |                    |              |           
|Total recoveries                                             |  |                    |              | 54        
|Provision for loan losses                                    |  |                    |              | -         
|                                                             |  |                    |              |           
|Allowance for loan losses, end of period                     |  | $                  |              | 3,840     
|                                                             |  |                    |              |           
|                                                            
|Net loans charged-off during the period                      |  |                    |              | (44)      
|Ratio of net loans charged-off to average loans outstanding  |  |                    |              | -0.02%    
|Ratio of allowance for loan losses to loans at end of period |  |                    |              | 1.94%     
|                                                            
|(1) Excludes loans held-for-sale                             |  |                    |              |           

The Company, during its normal loan review procedures, 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

19

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during a period of minimal delay (less than 90 days) unless available information strongly suggests impairment. 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 when management believes
that, after considering economic and business conditions, collection efforts, and collateral position, the borrower's financial condition indicates that collection of principal is not probable. Generally, no interest is accrued on loans when factors
indicate collection of interest is doubtful or when principal or interest payments become 90 days past due, unless collection of 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 collection of the remaining recorded principal balance is considered
probable.

Non-Performing Assets

Non-performing loans include all loans greater than 90 days past due with respect to either principal or interest, and all loans to which the accrual of interest has been suspended. These loans, combined with repossessed
real estate and other repossessed assets, are collectively considered to be non-performing assets. The following table presents information on all non-performing assets:

|                                                                  | March 31, |      | December 31,
|----------------------------------------------------------------- | --------- | ---- | ------------
|(dollars in thousands)                                            |           | 2005 |             
|                                                                  |           |      |             
|Loans on non-accrual status                                       |           | $    |             
|Loans past due greater than 90 days but not on non-accrual status |           |      |             
|Other real estate owned                                           |           |      |             
|Other repossessed assets                                          |           |      |             
|                                                                  |           |      |             
|Total non-performing assets                                       |           | $    |             
|                                                                  |           |      |             
|                                                                 
|Total assets                                                      |           | $    |             
|                                                                  |           |      |             
|                                                                 
|Percentage of non-performing assets to total assets               |           |      |             
|                                                                  |           |      |             

Total non-performing assets increased over $1 million from December 31, 2004, a loan of $1.0 million, which is fully guaranteed as to principal by an agency of the U.S. Government (USDA), comprises the majority of
the balance.

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 have been customer and
brokered deposits, loan payments, sales or maturities of investments, sales of loans or other assets, borrowings, and the use of the federal funds market.

Brokered certificates of deposit are a funding source the Company utilizes to provide additional liquidity as necessary. At March 31, 2005, the Companys broker certificate of deposit balance was $38.9 million
compared to $41.3 million at December 31, 2004. Overnight federal funds borrowing lines with correspondent banks provide access to an additional $24.5 million for short-term liquidity needs. In addition, the Company has an established
borrowing line with the FHLB that permits it to borrow up to 20% of the Bank's assets, subject to collateral limitations. The line is available for overnight federal funds, or notes with other terms and maturities. At March 31, 2005, notes payable
to the FHLB were $432,200 compared to $472,900 at December 31, 2004. The notes payable at March 31, 2005 have original maturity periods ranging from 10 years through 15 years, bear interest at rates ranging from 6.11% to 8.62%, and mature
from 2006 to 2009.

Investment securities available-for-sale were $57.1 million at March 31, 2005 compared to $60.0 million at December 31, 2004.

Regulatory Capital

The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory  and
possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on Cowlitz Bancorporations and Cowlitz Banks financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, Cowlitz Bancorporation and Cowlitz Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under
regulatory accounting practices. Cowlitz Bancorporations and Cowlitz Banks capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

20

---

The following table presents selected capital information for the Company and the Bank as of March 31, 2005 and December 31, 2004:

|                           |        |   |          |        |           |        |  |                      |  |                   |  |        |  | To Be Well-Capitalized
|-------------------------- | ------ | - | -------- | ------ | --------- | ------ |  | -------------------- |  | ----------------- |  | ------ |  | ----------------------
|                           |        |   |          |        |           |        |  |                      |  |                   |  |        |  | Under Prompt          
|                           |        |   |          |        |           |        |  | For Capital Adequacy |  | Corrective Action
|                           | Actual |   | Purposes |        | Provision
|                           |        |   |          |        |           |        |  |                     
|                           |        |   |          | Amount |           | Ratio  |  |                      |  | Amount            |  | Ratio  |  | Amount                
|                           |        |   |          |        |           |        |  |                      |  |                   |  |       
|                          
|March 31, 2005             |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Total risk-based capital:  |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 37,857 |           | 16.83% |  | $                    |  | 17,997            |  | >8.00% |  | N/A                   
|Bank                       |        | $ |          | 37,129 |           | 16.55% |  | $                    |  | 17,946            |  | >8.00% |  | $    22,433           
|Tier 1 risk-based capital: |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 35,032 |           | 15.57% |  | $                    |  | 8,999             |  | >4.00% |  | N/A                   
|Bank                       |        | $ |          | 34,312 |           | 15.30% |  | $                    |  | 8,973             |  | >4.00% |  | $    13,460           
|Tier 1 (leverage) capital: |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 35,032 |           | 12.47% |  | $                    |  | 11,237            |  | >4.00% |  | N/A                   
|Bank                       |        | $ |          | 34,312 |           | 12.24% |  | $                    |  | 11,213            |  | >4.00% |  | $    14,017           
|                          
|December 31, 2004          |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Total risk-based capital:  |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 37,068 |           | 17.26% |  | $                    |  | 17,182            |  | >8.00% |  | N/A                   
|Bank                       |        | $ |          | 36,297 |           | 16.95% |  | $                    |  | 17,136            |  | >8.00% |  | $    21,419           
|Tier 1 risk-based capital: |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 34,370 |           | 16.00% |  | $                    |  | 8,591             |  | >4.00% |  | N/A                   
|Bank                       |        | $ |          | 33,606 |           | 15.69% |  | $                    |  | 8,568             |  | >4.00% |  | $    12,852           
|Tier 1 (leverage) capital: |        |   |          |        |           |        |  |                      |  |                   |  |        |  |                       
|Consolidated               |        | $ |          | 34,370 |           | 12.64% |  | $                    |  | 10,879            |  | >4.00% |  | N/A                   
|Bank                       |        | $ |          | 33,606 |           | 12.38% |  | $                    |  | 10,858            |  | >4.00% |  | $    13,572           

Quantitative measures established by regulation to ensure capital adequacy require Cowlitz Bancorporation and Cowlitz Bank to maintain minimum amounts and ratios (set forth in the tables above) of Tier 1 capital to average
assets, and Tier 1 and total risk-based capital to risk-weighted assets (all as defined in the regulations). Management believes that as of March 31, 2005 and December 31, 2004, Cowlitz Bancorporation and Cowlitz Bank substantially exceeded all
relevant capital adequacy requirements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Credit Risk

The Company, like other lenders, is subject to credit risk, which is the risk of losing principal and interest due to customers' failure to repay loans in accordance with their terms. Although the Company has established
lending criteria and an adequate allowance for loan losses to help mitigate credit risk, a downturn in economic conditions or in the real estate market, or a rapid increase in interest rates could have a negative effect on collateral values, cash
flows, and borrowers' ability to repay. The Company's targeted customers are small to medium-size businesses, professionals and retail customers that may have limited capital resources to repay loans during a prolonged economic downturn.

Interest Rate Risk

The Company's earnings are largely derived from net interest income, which is interest income and fees earned on loans and investment income, less interest expense paid on deposits and other borrowings. Interest rates are
highly sensitive to many factors that are beyond the control of the Company's management, including general economic conditions, and the policies of various governmental and regulatory authorities. As interest rates change, net interest income is
affected. With fixed rate assets (such as fixed rate loans) and liabilities (such as certificates of deposit), the effect on net interest income depends on the maturities of the assets and liabilities. 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.
Interest rate risk is managed through the monitoring of the Company's gap position and

21

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sensitivity to interest rate risk by subjecting the Company's balance sheet to hypothetical interest rate shocks using a computer based model. In a falling rate environment, the spread between interest yields earned and
interest rates paid, may narrow, depending on the relative level of fixed and variable rate assets and liabilities. In a stable or increasing rate environment the Company's variable rate loans will remain steady or increase immediately with changes
in interest rates, while fixed rate liabilities, particularly certificates of deposit will only re-price as the liability matures.

Item 4. Controls and Procedures

As of March 31, 2005, the Company evaluated, under the supervision and the participation of Management, including the Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of
disclosure controls and procedures. Based on that evaluation, Management, including the Chief Executive Officer and Chief Financial Officer, concluded that disclosure controls and procedures were effective.

There have been no significant changes in the Companys internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation.

Part II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company from time to time enters into routine litigation resulting from the collection of secured and unsecured indebtedness as part of its business of providing financial services. In some cases, such litigation will
involve counterclaims or other claims against the Company. Such proceedings against financial institutions sometimes also involve claims for punitive damages in addition to other specific relief. The Company is not a party to any litigation other
than in the ordinary course of business. In the opinion of management, the ultimate outcome of all pending legal proceedings will not individually or in the aggregate have a material adverse effect on the financial condition or the results of
operations of the Company.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable

Item 3. Defaults upon Senior Securities

Not applicable

Item 4.Submission of Matters to a Vote of Security Holders

Not applicable

Item 5. Other Information

Not applicable

Item 6. Exhibits

|The following constitutes the exhibit index.
|--------------------------------------------

| | 3.1* |  | Restated and Amended Articles of Incorporation of Registrant
| | ---- |  | ------------------------------------------------------------
| | 3.2* |  | Bylaws of Registrant                                        

| | 31.1 | Certification of Chief Executive Officer                            
| | ---- | --------------------------------------------------------------------
| |     
| | 31.2 | Certification Chief Financial Officer                               
| |     
| | 32   | Certification of Chief Executive Officer and Chief Financial Officer
| |     

* Incorporated by reference from Registration Statement on Form S-1, Reg. No. 333-44355

22

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SIGNATURES

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.

|Date: May 13, 2005
|------------------

| | Cowlitz Bancorporation(Registrant)
| | ----------------------------------

| | By:
| | ---

| | /s/ Richard J. Fitzpatrick
Richard J. Fitzpatrick, President and Chief Executive Officer/s/ Donna P. GardnerDonna P. Gardner, Vice-President, Chief Financial Officer
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------





23

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Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER



|I, Richard J. Fitzpatrick, certify that:
|----------------------------------------

|1. | I have reviewed this quarterly report on Form 10-Q of Cowlitz Bancorporation;                                                                                                                                                                                                                                                 
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with
respect to the period covered by this quarterly report;
|   |                                                                                                                                                                                                                                                                                                                               
|3. | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report ;                  
|   |                                                                                                                                                                                                                                                                                                                               
|4. | The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                               
|a) | designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;                               
|   |                                                                                                                                                                                                                                                                                                                               
|b) | evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                                           
|   |                                                                                                                                                                                                                                                                                                                               
|c) | disclosed in this quarterly report any change in the
registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
likely to materially affect the registrant's internal control over financial
reporting;                      
|   |                                                                                                                                                                                                                                                                                                                               
|5. | The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):                                  
|   |                                                                                                                                                                                                                                                                                                                               
|a) | all significant deficiencies in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and                                                                            
|   |                                                                                                                                                                                                                                                                                                                               
|b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                               

Date: May 13, 2005

| | /s/ Richard J. FitzpatrickRichard J. Fitzpatrick, Chief Executive OfficerCowlitz Bancorporation
| | -----------------------------------------------------------------------------------------------

24

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Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER



|I, Donna P. Gardner, certify that:
|----------------------------------

|1. | I have reviewed this quarterly report on Form 10-Q of Cowlitz Bancorporation;                                                                                                                                                                                                                               
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. | Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                             
|3. | Based on my knowledge, the financial statements, and
other financial information included in this quarterly report, fairly present in
all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this quarterly
report ;
|   |                                                                                                                                                                                                                                                                                                             
|4. | The registrant's other certifying officers and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:                                                                                      
|   |                                                                                                                                                                                                                                                                                                             
|a) | designed such disclosure controls and procedures to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this quarterly report is being prepared;             
|   |                                                                                                                                                                                                                                                                                                             
|b) | evaluated the effectiveness of the registrant's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and                         
|   |                                                                                                                                                                                                                                                                                                             
|c) | disclosed in this quarterly report any change in the
registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially affected, or is
likely to materially affect the registrant's internal control over financial
reporting;    
|   |                                                                                                                                                                                                                                                                                                             
|5. | The registrant's other certifying officers and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):                
|   |                                                                                                                                                                                                                                                                                                             
|a) | all significant deficiencies in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and                                                          
|   |                                                                                                                                                                                                                                                                                                             
|b) | any fraud, whether or not material, that involves
management or other employees who have a significant role in the registrant's
internal control over financial reporting.                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                             

|Date: May 13, 2005
|------------------

| | /s/ Donna P. GardnerDonna P. Gardner, Chief Financial OfficerCowlitz Bancorporation
| | -----------------------------------------------------------------------------------

25

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Exhibit 32

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

This certification is given by the undersigned Chief Executive Officer and Chief Financial Officer of Cowlitz Bancorporation (the "Registrant") pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Each of the
undersigned hereby certifies, with respect to the Registrant's quarterly report of Form 10-Q for the period ended March 31, 2005as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), that:

|                           |  | (1) |  | The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;       
|-------------------------- |  | --- |  | ------------------------------------------------------------------------------------------------------------------------
|and                        |  |     |  |                                                                                                                         
|                           |  | (2) |  | The information contained in the Report fairly presents, in all material respects, the financial condition and result of
|operations of the Company.

/s/ Richard J. FitzpatrickRichard J. FitzpatrickChief Executive OfficerCowlitz Bancorporation

/s/ Donna P. GardnerDonna P. GardnerChief Financial OfficerCowlitz Bancorporation

May 13, 2005

26

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---