U.S. SECURITIES AND EXCHANGE COMMISSION

                              Washington D.C. 20549

                                    Form 10-Q


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

                      For the quarter ended March 31, 1998

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

               For the transition period from ________ to ________

                             Commission file number
                                     0-23881
                             COWLITZ BANCORPORATION
             (Exact name of registrant as specified in its charter)

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


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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days.

Yes_____ 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, 1998:        4,000,291




<PAGE>






<TABLE>
<CAPTION>
                                TABLE OF CONTENTS
                                                                                          Page
<S>                                                                                        <C>
Part I
Financial Statements

         Consolidated Balance Sheets -
         March 31, 1998 and December 31, 1997                                               3

         Consolidated Statements of Income -
         Three months ended March 31, 1998 and March 31, 1997                               4

         Consolidated Statements of Cash Flows
         Three months ended March 31, 1998 and March 31, 1997                               5

         Consolidated Statements of Changes in Shareholders' Equity                         6

         Notes to Consolidated Financial Statements                                         7

         Management's Discussion and Analysis of Financial Condition
         And Results of Operations                                                         10

Part II

Other

         Changes in Securities and Use of Proceeds                                         16
         Signatures                                                                        17
</TABLE>



<PAGE>


                             COWLITZ BANCORPORATION
                      CONSOLIDATED STATEMENTS OF CONDITION
                            (in thousand of dollars)
<TABLE>
<CAPTION>
                                                                       March 31,        December 31,
                                                                          1998            1997
                                                                      (unaudited)
<S>                                                                    <C>              <C>
ASSETS
Cash and due from banks...........................................     $  38,291        $  23,109
Investment securities:
   Investments  available-for-sale  (at fair value, cost of
     $6,994 and $3,993 at March 31, 1998 and December 31, 1997,
     respectively)................................................         7,010            4,017
   Investments held-to-maturity (at amortized cost, fair value of
     $4,983 and $4,486 at March 31, 1998 and December 31, 1997,
     respectively)................................................         4,961            4,464
                                                                       ---------        ---------
     Total investment securities..................................        11,971            8,481
                                                                       ---------        ---------

Loans.............................................................       132,068          131,963
Allowance for loan losses.........................................        (1,958)          (1,970)
                                                                       ---------        ---------
   Loans, net.....................................................       130,110          129,993
                                                                       ---------        ---------
Premises and equipment, net of accumulated depreciation of $1,478
   and $1,354 at March 31, 1998 and December 31, 1997,
   respectively...................................................         5,651            5,653
Federal Home Loan Bank stock......................................         2,711            2,658
Intangible asset, net of accumulated amortization of $192 and $123
   at March 31, 1998 and December 31, 1997, respectively..........         1,778            1,847
Other assets......................................................         1,914            1,552
                                                                       ---------        ---------
     Total assets.................................................     $ 192,426        $ 173,293
                                                                       =========        =========

LIABILITIES
Deposits:
   Demand.........................................................     $  31,743        $  27,141
   Savings and interest-bearing demand............................        47,432           46,454
   Certificates of deposit........................................        60,583           62,614
                                                                       ---------        ---------
     Total deposits...............................................       139,758          136,209
Short-term borrowings.............................................         1,175              725
Long-term borrowings..............................................        21,386           21,900
Other liabilities.................................................           826              572
                                                                       ---------        ---------
     Total liabilities............................................     $ 163,145         $159,406
                                                                       ---------        ---------

SHAREHOLDERS' EQUITY
Preferred stock,  no par value;  5,000,000 and no shares  authorized as of March
   31,  1998  and  December  31,  1997,  respectively;   no  shares  issued  and
   outstanding at March 31, 1998 and
   December 31, 1997, respectively................................     $       -        $       -
Common stock, no par value; 25,000,000 and 3,937,500 authorized
   as of March 31, 1998 and December 31, 1997, respectively;
   3,999,796 and 2,604,543 shares issued and outstanding at
   March 31, 1998 and December 31, 1997, respectively.............        18,259            3,262
Additional paid in capital........................................         1,538            1,538
Retained earnings.................................................         9,474            9,071
Net unrealized gains on investments available-for-sale............            10               16
                                                                       ---------        ---------
     Total shareholders' equity...................................        29,281           13,887
                                                                       ---------        ---------
     Total liabilities and shareholders' equity...................     $ 192,426        $ 173,293
                                                                       =========        =========
</TABLE>

        The accompanying notes are an integral part of these statements.
<PAGE>

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

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                                   March 31,
                                                                            1998             1997
                                                                       ---------        ---------
                                                                               (unaudited)
<S>                                                                    <C>              <C>
INTEREST INCOME
Interest and fees on loans........................................     $   3,344        $   3,264
Interest on taxable investment securities.........................           195              145
Interest from other banks.........................................           242              185
                                                                       ---------        ---------
   Total interest income..........................................         3,781            3,594
                                                                       ---------        ---------

INTEREST EXPENSE
Savings and interest-bearing demand...............................           402              266
Certificates of deposit...........................................           899            1,135
Short-term borrowings.............................................            17               11
Long-term borrowings..............................................           343              349
                                                                       ---------        ---------
   Total interest expense.........................................         1,661            1,761
                                                                       ---------        ---------
   Net interest income before provision for loan losses...........         2,120            1,833

PROVISION FOR LOAN LOSSES.........................................          (106)             (91)
                                                                       ---------        ---------
   Net interest income after provision for loan losses............         2,014            1,742
                                                                       ---------        ---------

NONINTEREST INCOME
   Service charges on deposit accounts............................           164              105
   Other income...................................................            95               49
   Net gains on sales of available-for-sale securities............             5                -
                                                                       ---------        ---------
     Total noninterest income.....................................           264              154
                                                                       ---------        ---------

NONINTEREST EXPENSE
   Salaries and employee benefits.................................           938              621
   Net occupancy and equipment expense............................           195              136
   Other operating expense........................................           486              359
                                                                       ---------        ---------
     Total noninterest expense....................................         1,619            1,116
                                                                       ---------        ---------
     Income before income tax expense.............................           659              780

INCOME TAX EXPENSE................................................           224              265
                                                                       ---------        ---------
     Net income...................................................     $     435        $     515
                                                                       =========        =========

BASIC EARNINGS PER SHARE..........................................     $   0.15         $    0.20
DILUTED EARNINGS PER SHARE........................................     $   0.14         $    0.20

</TABLE>

        The accompanying notes are an integral part of these statements.


<PAGE>







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

<TABLE>
<CAPTION>
                                                                           Three months ended
                                                                                   March 31,
                                                                            1998             1997
                                                                       ---------        ---------
                                                                              (unaudited)
<S>                                                                    <C>              <C>
 CASH FLOWS FROM OPERATING ACTIVITIES
   Net income.....................................................     $     435        $     515
   Adjustments to reconcile net income to net cash provided by
     Operating activities:
     Depreciation and amortization................................           125               75
     Provisions for loan losses...................................           106               91
     Net amortization of investment security premiums and accretion
       of discounts...............................................            (1)              (1)
     (Increase) in other assets...................................          (293)            (676)
     Increase in other liabilities................................           254              101
     Federal Home Loan Bank stock dividends.......................           (53)             (50)
                                                                       ---------        ---------
         Net cash provided by operating activities................           573               55
                                                                       ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES
   Proceeds from maturities of investment securities
     held-to-maturity.............................................           694              788
   Proceeds from sales of investment securities
     available-for-sale...........................................         1,000                -
   Purchases of investment securities:
     Held-to-maturity.............................................        (1,190)            (987)
     Available-for-sale...........................................        (3,996)          (1,993)
   Net (increase) decrease in loans...............................          (223)              60
   Purchases of premises and equipment............................          (126)            (311)
                                                                       ---------        ---------
       Net cash (used in) provided by investment activities.......        (3,841)          (2,443)
                                                                       ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase (decrease) in demand, savings, and interest-bearing
     demand deposits..............................................         5,580            6,517
   Net increase (decrease) in certificates of deposit.............        (2,031)          (2,666)
   Dividends paid.................................................           (32)             (27)
   Net increase in short-term borrowings..........................           450              200
   Net proceeds (repayment) of long-term borrowings...............          (514)          (2,355)
   Issuance of common stock for cash, net of amount paid for
       fractional shares..........................................        14,997               39
                                                                       ---------        ---------
       Net cash provided by shares financing activities...........        18,450            1,708
                                                                       ---------        ---------
       Net increase (decrease) in cash and due from banks.........        15,182             (680)

CASH AND DUE FROM BANKS AT BEGINNING OF YEAR......................        23,109           20,905
                                                                       ---------        ---------
CASH AND DUE FROM BANKS AT END OF PERIOD..........................     $  38,291        $  20,225
                                                                       =========        =========
</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>






                      COWLITZ BANCORPORATION AND SUBSIDIARY
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                            (in thousands of dollars)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                                                       Unrealized
                                                                                       Gains/losses
                                                                Additional             on invest.     Total
                                             Common Stock        Paid-in    Retained   available- Shareholders'
                                         Shares       Amount     Capital    Earnings    for-sale     Equity
<S>                                       <C>         <C>        <C>        <C>          <C>       <C>
BALANCE AT DECEMBER 31, 1996              2,590,403   $  3,195   $  1,538   $   7,073    $    7    $  11,813
  Issuance of common stock for cash....      14,140         67          -          -          -           67
  Net income...........................           -          -          -      2,124          -        2,124
  Cash dividend paid ($.0143 per share)           -          -          -       (126)         -         (126)
  Net changes in unrealized gains on
     investments available-for-sale, net
     of deferred taxes of $5...........           -          -          -          -          9            9
                                         ----------   --------   --------   --------     ------    ---------

BALANCE AT DECEMBER 31, 1997...........   2,604,543      3,262      1,538      9,071        16        13,887
  Issuance of common stock for cash....   1,395,253     14,998          -          -          -       14,998
  Net income...........................           -          -          -        435                     435
  Cash dividends paid ($.0125 per share)          -          -          -        (32)         -          (32)
  Net changes in unrealized gains on
     investments available-for-sale, net
     of deferred taxes of $4...........           -          -          -          -         (6)          (6)
Cash paid for fractional shares........                     (1)         -          -          -           (1)
                                         ----------   ---------  --------   --------     ------    ----------

BALANCE AT MARCH 31, 1998                 3,999,796   $ 18,259   $ 1,538     $ 9,474     $   10    $  29,281
                                          =========   ========  =======    =========     =======   ==========

</TABLE>

        The accompanying notes are an integral part of these statements.

<PAGE>


                      COWLITZ BANCORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Nature of Operations

     Cowlitz  Bancorporation (the Company) is a one bank holding company located
in Southwest  Washington.  The Company's wholly owned  subsidiary,  Cowlitz Bank
(the Bank), a Washington  state-chartered commercial bank, is the only community
bank  headquartered  in Cowlitz County and offers  commercial  banking  services
primarily  to small  and  medium-sized  businesses,  professionals,  and  retail
customers.

2. Principles of Consolidation

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

     The interim  financial  statements  have been prepared in  accordance  with
generally  accepted  accounting  principles for interim  financial  information.
Accordingly,  they do not include all the information and footnotes  required by
generally accepted accounting principles for complete financial  statements.  In
the opinion of management, all adjustments,  including normal recurring accruals
necessary for fair presentation of results of operations for the interim periods
included  herein have been made.  The results of operations for the three months
ended March 31, 1998 are not necessarily indicative of results to be anticipated
for the year ending December 31, 1998.

3.   Supplemental Cash Flow Information

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

4.  Use of Estimates in the Preparation of Financial Statements

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

<PAGE>

5.  Earnings Per Share

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

<TABLE>
<CAPTION>
                                                                         Weighted       Per Share
                                                     Net Income          Avg.Shares      Amount
                                                            For the quarter ended March 31, 1998
                  <S>                                <C>                 <C>            <C>
                  Basic earnings per share           $   435             2,844,440      $ .15
                  Stock Options                                            198,041
                  Diluted earnings per share         $   435             3,042,481      $ .14
</TABLE>

<TABLE>
<CAPTION>
                                                            For the quarter ended March 31, 1997
                  <S>                                <C>                 <C>            <C>
                  Basic earnings per share           $   515             2,586,078      $ .20
                  Stock Options                                                  0
                  Diluted earnings per share         $   515             2,586,078      $ .20
</TABLE>

     For the periods  reported the Company had no reconciling  items between net
income and income available to common shareholders.

6.  Recently Issued Accounting Standards

     In February 1998, the Securities and Exchange Commission (SEC) issued Staff
Accounting  Bulletin (SAB) No. 98 on computations of earnings per share. SAB No.
98,  which was  effective  upon  issuance,  revised  the SEC's  guidance  on the
treatment of stock options  issued  shortly  before an Initial  Public  Offering
(IPO) in earnings per share  calculations.  Prior to the issuance of SAB No. 98,
the SEC  required  that  stock  options  issued  within  one year of an IPO with
exercise  prices below the IPO price be treated as outstanding for all reporting
periods for purposes of  calculating  earnings per share.  The Company  followed
this guidance for the stock options granted September 30, 1997 and,  accordingly
treated the options as  outstanding  for all periods in computing both basic and
diluted  earnings  per  share.  SAB  No.  98 now  requires  that  only  "nominal
issuances"  of stock or stock  options be  reflected  in all  earnings per share
calculations for all periods presented.  The Company's September 30, 1997, stock
options do not meet the SEC's definition of a nominal  issuance.  As required by
SAB No. 98, these stock options are now included in the  calculation  of diluted
earnings per share only for periods  subsequent  to their  issuance on September
30, 1997, and are not included in the basic earnings per share calculation.

   As required by SAB No. 98, the Company has restated its historical  basic and
diluted earnings per share to conform with this new guidance. The following is a
summary of the historical and restated earnings per share amounts:

<TABLE>
<CAPTION>
                                                                          March 31, 1997
                                                                  Basic                 Diluted
                                    <S>                           <C>                   <C>
                                    Previously reported EPS...    $  .17                $ .17
                                    Restated EPS..............    $  .20                $ .20

</TABLE>


<PAGE>


7.  Comprehensive Income

     The Company has adopted Statement of Financial Accounting Standards No. 130
"Reporting  Comprehensive  Income," for the quarter ending March 31, 1998.  This
statement  establishes  standards for the reporting and display of comprehensive
income  and  it's  components  in the  financial  statements.  For the  Company,
comprehensive  income  includes net income  reported on the statements of income
and changes in the fair value of it's available-for-sale investments reported as
a component of  shareholders'  equity.  The following  table presents net income
adjusted by the unrealized gains or losses on available-for-sale securities as a
component of comprehensive income:

<TABLE>
<CAPTION>
                                                                  Three months ended
                                                                         March 31
                                                                  1998            1997
                           <S>                                   <C>             <C>
                           Net income.........................   $  435          $ 515
                           Net change in unrealized gain/loss
                             on available for sale securities.       (6)             9
                                                                 ------          -----
                           Comprehensive income...............   $  429          $524
                                                                 ======          ====
</TABLE>

8.  Reclassifications

     Certain prior year amounts have been reclassified to conform to the current
year presentation.

<PAGE>


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


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


Results of Operations

   Net Income

     The Company's net income of $435,000 or $.14 per diluted share at March 31,
1998,  reflects a decrease  of 15.5%  compared to net income of $515,000 or $.20
per diluted share at March 31, 1997.  This decrease is a result of the Company's
business  expansion  in the third  quarter  of 1997,  in which it opened a trust
department  and  acquired  three  Wells Fargo Bank  branches  located in Cowlitz
County.  As discussed  in footnote 6 to the interim  financial  statements,  the
Company has restated earnings per share for the quarter ended March 31, 1997, as
required by the SEC's recently issued SAB No.98.  Non-interest expense increased
for the first quarter of 1998, due to increased staff costs and  amortization of
the core deposit  premium  associated  with the Wells Fargo branch  acquisition.
These increases  resulted from the recent expansion of the Company.  The diluted
earnings per share also  reflects the addition of 1,380,000  shares on March 12,
1998 as a result of the Company's initial public offering.

   Net Interest Income

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

     Net interest  income for the quarter ended March 31, 1998 was $2.1 million,
which  was an  increase  of 15.7%  from $1.8  million  at March  31,  1997.  One
component that  contributed to this increase was the increase in average earning
assets, the largest element of which was an increase in the volume of loans. The
overall  tax-equivalent  earning asset yield of 9.51% at March 31, 1998 compared
to 9.67% at March 31, 1997.  The lower  yields were  primarily  attributable  to
lower  interest  rates on loans due to current  market  conditions and increased
competition for loans in the Company's market area.

     The average cost of interest bearing liabilities declined to 5.06% at March
31, 1998 compared to 5.38% at March 31, 1997.  The Company has not  aggressively
priced  certain  higher   interest  rate   certificates  of  deposit  since  the
acquisition of the three former Wells Fargo branches.

<PAGE>


Analysis of Net Interest Income

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

<TABLE>
<CAPTION>
                                     Three Months Ended
(unaudited)                                   March 31,            Increase
(in thousands of dollars)              1998         1997          (Decrease)            Change
                                    -------      -------          ---------             ------
<S>                                   <C>          <C>              <C>                    <C>
Interest  income(1)................   $  3,781     $   3,594        $      187              5.2 %
Interest expense...................      1,661         1,761              (100)            (5.7)%
                                      --------     ---------        ----------
Net interest income................   $  2,120     $   1,833        $      287             15.7 %
                                      ========     =========        ==========

Average interest earning assets....   $159,046     $ 148,717             10,329            6.9 %
Average interest bearing liabilities  $131,359     $ 130,916                443            0.3 %

Average yields earned (2)..........     9.51%        9.67%               (.16)
Average rates paid (2).............     5.06%        5.38%               (.32)
Net interest spread (2)............     4.45%        4.29%                .16
Net interest margin (2)............     5.33%        4.93%                .40

     (1) Interest earned on nontaxable securities has been computed on a 34% tax
equivalent basis.

     (2) Ratios for the three  months  ended  March 31,  1998 and 1997 have been
annualized.

</TABLE>

Market Risk

     Interest rate risk and credit risks are the most  significant  market risks
impacting the Company's performance. The Company relies on loan reviews, prudent
loan  underwriting  standards  and an  adequate  allowance  for loan  losses  to
mitigate  credit risk.  Interest rate risk is managed  through the monitoring of
the Company's gap position and  sensitivity  to interest rate risk by subjecting
the Company's balance sheet to hypothetical  interest rate shocks. The Company's
primary  objective  in managing  interest  rate risk is to minimize  the adverse
impact of changes in interest  rates on the  Company's  net interest  income and
capital, while structuring the Company's  asset/liability position to obtain the
maximum yield-cost spread on that structure. Management has assessed these risks
and feels that there has been no material changes since December 31, 1997.

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  sufficient  to cover  potential  and future
losses.  When a provision  for loan losses is  recorded,  the amount is based on
past charge-off  experience,  a careful analysis of the current  portfolio,  the
level of nonperforming and impaired loans,  evaluation of future economic trends
in the Company's  market area,  and other relevant  factors  related to the loan
portfolio.  The Company's provision for loan losses was $106,000 and $91,000 for
the quarters ended March 31, 1998 and 1997,  respectively.  Net  charge-offs for
the first quarter of 1998 were $118,000, compared to net charge-offs of $299,000
for the same  period in 1997.  Nonaccrual  loans were $1.5  million at March 31,
1998 and $343,000 at March 31, 1997. The increase is the result of loans to four
borrowers  with  an  aggregate  principal  balance  of  $1.2  million  moved  to
non-accrual  status in the fourth quarter of 1997 and the first quarter of 1998.
Management  continues  to closely  monitor the loan  quality of new and existing
relationships.

<PAGE>

Non-Interest Income

     Non-interest  income,  primarily  consisting of service charges and related
fees, was $264,000 at March 31, 1998 and $154,000 in the corresponding period in
1997.  As a result of the  increase in the amount of deposits,  service  charges
have increased to $164,000 from $105,000 at March 31, 1998 compared to March 31,
1997.  Other  income has also  increased  to $95,000  from  $49,000 in the first
quarter of 1998  compared  to the first  quarter of 1997 due to an  increase  in
office rental income.

Non-Interest Expense

     Non-interest  expense  consists  principally  of  employees'  salaries  and
benefits,  occupancy costs,  data processing and  communication  expenses,  FDIC
(Federal Deposit Insurance  Corporation)  insurance premium,  professional fees,
and other non-interest  expenses.  Non-interest expenses increased 45.1% to $1.6
million for the quarter  ended March 31, 1998  compared to $1.1  million for the
quarter  ended  March 31,  1997,  primarily  due to  increased  staffing  costs,
occupancy  expense and  amortization of the deposit premium from the acquisition
of three branches in July 1997.

     Salaries and benefits  expense of $938,000 at March 31, 1998  represents an
increase of $317,000  from  $621,000  at March 31,  1997.  At March 31, 1997 the
Company had 100 full-time equivalent employee compared to 70 at March 31, 1998.

   Net occupancy  expenses consist of depreciation on premises,  lease costs and
equipment,  maintenance and repair expenses, utilities and related expenses. The
Company's net  occupancy  expense at March 31, 1998 was $195,000 or 43.3% higher
than $136,000 at March 31, 1997.  The increase in occupancy  expense in 1998 was
due primarily to the addition of three  branches  purchased in the third quarter
of 1997.

Income Taxes

     The  provision  for income taxes  amounts to $224,000 and $265,000 at March
31, 1998 and 1997, respectively. The provision resulted in an effective tax rate
of 34% for both periods reported.

Loan Losses and Recoveries

   At March 31, 1998 management considered the allowance for loan losses of $2.0
million  sufficient  to  absorb  possible  losses  on  loans  which  may  become
uncollectible  based on evaluations  by management.  The amount of the allowance
for loan losses is assessed by  management  on a regular basis to ensure that it
is sufficient to cover potential losses. Percentages are assigned for each class
of specifically identified problem loans and then combined with an assessment of
the balance of the loan portfolio based upon historical charge-off experience to
arrive at a minimum, midpoint, and maximum range of potential loss in evaluating
the adequacy of the allowance for loan losses.  The allowance balance and amount
of provision charged to operations is based primarily on management's evaluation
of the entire portfolio. This analysis includes review of the following factors:
the volume and mix of the existing loan portfolio, including volume and severity
of nonperforming loans and adversely  classified credits, as well as analysis of
net charge-offs  experienced on previously classified loans; the extent to which
loan renewals and  extensions  are used to maintain loans on a current basis and
the  degree of risk  associated  with such  loans;  the  nature and value of the
collateral  securing  the loan;  the trend in loan growth,  including  any rapid
increase in loan volume  within a relatively  short period of time;  general and
local economic  conditions  affecting the collectibility of the Company's loans;
the  relationship  and  trend  over the past  several  year of  recoveries  as a
percentage of previous years' charge-offs;  and available outside information of
a comparable nature regarding the loan portfolios of other banks, including peer
group banks.

<PAGE>

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

<TABLE>
<CAPTION>
(unaudited)                                                            March 31,      December 31,
(in thousands of dollars)                                              1998           1997
                                                                       ---------      ----
<S>                                                                    <C>            <C>
Loans outstanding at end of period................................     $ 132,068      $ 131,963
Average loans outstanding during the period.......................     $ 131,416      $ 130,362

Allowance for loan losses, beginning of period....................     $   1,970      $   1,894
Loans charged off:
   Commercial.....................................................           124            186
   Real Estate....................................................             -              3
   Consumer.......................................................             2             23
   Credit Cards...................................................             5            112
                                                                       ---------      ---------
     Total loans charged-off......................................           131            324
                                                                       ---------      ---------

Recoveries:
   Commercial.....................................................             3              5
   Real Estate....................................................             -              -
   Consumer.......................................................             -             20
   Credit Cards...................................................            10              -
                                                                       ---------      ---------
     Total recoveries.............................................            13             25
                                                                       ---------      ---------
Provision for loan losses.........................................           106            375
                                                                       ---------      ---------

Allowance for loan losses, end of period..........................     $   1,958      $   1,970
                                                                       =========      =========

Ratio of net loans charged-off to average loans outstanding.......          .09%            .23%
Ratio of allowance for loan losses to loans at end of period......         1.48%           1.49%

</TABLE>



Loans

     Total loans  outstanding  were $132.1  million and $132.0 at March 31, 1998
and December 31, 1997,  respectively.  Loan  commitments  were $17.7  million at
March 31, 1998 and $16.6 million at December 31, 1997.

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

<TABLE>
<CAPTION>
(unaudited)                                                March 31, 1998                December 31, 1997
(in thousands of dollars)                          Amount         Percentage          Amount      Percentage
                                                   -------------------------          ----------------------
<S>                                                <C>              <C>            <C>                <C>
Commercial .................................       $   98,328        74.1%         $  93,829          70.8%
Real estate construction....................            2,766         2.1              3,495           2.6
Real estate commercial......................            4,542         3.4              5,475           4.1
Real estate mortgage........................           21,690        16.3             24,167          18.2
Consumer and other..........................            5,319         4.0              5,571           4.2
Contracts purchased.........................               47          .1                 81            .1
                                                   ----------    --------          ---------         -----
                                                      132,692       100.0%           132,618         100.0%
                                                                 ========                            =====
Deferred loan fees..........................             (624)                          (655)
                                                   ----------                      ---------
     Total loans............................          132,068                        131,963
Allowance for loan losses...................           (1,958)                        (1,970)
                                                   ----------                      ---------
     Total loans, net.......................         $130,110                      $ 129,993
                                                   ==========                      =========

</TABLE>

<PAGE>

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

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

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

<TABLE>
<CAPTION>
(unadited)                                                             March 31,        December 31,
(in thousands of dollars)                                              1998             1997
                                                                       ---------        -----------
<S>                                                                        <C>              <C>
Loans on nonaccrual status                                                 1,508            1,897
Loans past due greater than 90 days but not on nonaccrual status             478              432
Other real estate owned                                                      321               88
Troubled debt restructuring                                                    -                -
                                                                       ---------        ---------
   Total nonperforming assets                                              2,307            2,417
                                                                       =========        =========
Percentage of nonperforming assets to total assets                         1.20%             1.39%

</TABLE>

     At March  31,1998  nonperforming  assets loans were $2.3 million or 1.2% of
total  assets.  This reflects the  nonaccrual  status of four  borrowers  with a
aggregate  balance of $1.2 million . Each of these loans is secured primarily by
real  estate  and  management  believes  that  in each  case  the  value  of the
collateral  exceeds  the  principal  balance  of the loan.  Management  does not
believe  that the company  will incur any loss with respect to any of these four
borrowers.


Liquidity

     Liquidity  represents the ability to meet deposit withdrawals and fund loan
demand,   while   retaining  the  flexibility  to  take  advantage  of  business
opportunities.  The Company's  primary sources of funds are customers  deposits,
loan payments,  sales of assets, advances from the FHLB (Federal Home Loan Bank)
and the use of the federal  funds  market.  As of March 31, 1998,  approximately
$1.0 million of the securities portfolio matures within one year.

     On March 12, 1998, the Company completed an initial public offering issuing
a total  of  1,380,000  shares  of  common  stock at  $12.00  per  share.  After
underwriting  discounts of $1.2 million and other offering  expenses of $483,000
net proceeds were $14.9  million.  Of these  proceeds  $146,000 has been used to
repay  long-term  debt and on April 27,  1998 $1.0  million  was used to repay a
subordinated  note. The remainder of the proceeds will be used for  acquisitions
and other business opportunities.

<PAGE>


     Historically  the  Company  has  utilized  borrowings  from  the FHLB as an
important  source of funding  for its growth.  The  Company  has an  established
borrowing  line with the FHLB  that  permits  it to borrow up to 25% of  assets.
Advances  from the FHLB have terms  ranging from 1 through 15 years and at March
31, 1998 bear  interest at rates from 4.48% to 8.62%.  At March 31, 1998,  $20.3
million  in  advances  were  outstanding  from  the  FHLB  and the  Company  had
additional  borrowing  capacity for cash advances of $27.8  million.  Due to the
acquisition  of three  branches  and the cash on deposit  with the bank from the
initial  public  offering  in  March  1998 the  need  for  FHLB  borrowings  has
decreased.  The Company may increase its percentage of borrowings  from the FHLB
in the future if circumstances warrant.

Capital

   The  Company is  required  to  maintain  minimum  amounts of capital to "risk
weighted" assets, as defined by banking  regulators.  The Company is required to
have Tier 1 and Total Capital  ratios of 4.0% and 8.0%,  respectively.  At March
31, 1998, the Company's ratios were 21.73% and 23.30%, respectively. At December
31, 1997, the company's ratios were 9.6% and 11.34%, respectively.  The ratio of
average shareholders' equity to average assets was 15.90% and 7.69% at March 31,
1998  and  December  31,   1997,   respectively.   March  31,  1998  ratios  are
significantly  higher than those at December 31, 1997 due to the initial  public
offering  on March 12,  1998 in which  $14.9  million  was raised in  additional
capital.

<PAGE>

                           Part II. Other Information

Item 2

Changes in Securities and Use of Proceeds


     On March 12, 1998, the Company completed an initial public offering issuing
a total  of  1,380,000  shares  of  common  stock at  $12.00  per  share.  After
underwriting  discounts of $1.2 million and other offering  expenses of $483,000
net proceeds were $14.9 million. The managing underwriters were Black & Company,
Inc. and Pacific Crest Securities, Inc. Of these proceeds $146,000 has been used
to repay  long-term  debt. On March 24, 1998 the company  called $1.0 million in
subordinated  notes  which bear  interest  at 8.5% per annum,  which was paid on
April  27,1998.  The  remainder of the proceeds has been invested in an interest
bearing account at FHLB, Seattle.

<PAGE>


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


                                       Cowlitz Bancorporation
                                       (Registrant)


                                       /s/ Charles W. Jarrett
Dated: May 13, 1998                    ______________________________________
                                        Charles W. Jarrett
                                        President and Chief Operating Officer

                                       /s/ Donna P. Gardner
Dated: May 13, 1998                   _______________________________________
                                      Donna P. Gardner
                                      Vice-President/Secretary-Treasurer