COWLITZ BANCORPORATION
8-A12G, 1998-03-05
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 8-A


                For Registration of Certain Classes of Securities
                     Pursuant to Section 12(b) or (g) of the
                         Securities Exchange Act of 1934


                             Cowlitz Bancorporation

             (Exact name of registrant as specified in its charter)


              Washington                          91-1529841

       (State of incorporation                  (I.R.S. Employer
           or organization)                     Identification No.)


                927 Commerce Avenue, Longview, Washington   98632

               (Address of principal executive offices)   (Zip Code)

     If this Form relates to the  registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A.(c)(1),  please check
the following box. |_|

     If this Form relates to the  registration of a class of debt securities and
is to become  effective  simultaneously  with the  effectiveness of a concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. |_|

Securities to be registered pursuant to Section 12(b) of the Act:

         Title of each class                 Name of each exchange on which
         to be so registered                 each class is to be registered

                                 - None -


     Securities to be registered pursuant to Section 12(g) of the Act:


                      Common Stock, no par value per share

                                (Title of class)


<PAGE>



Item 1.  Description of Registrant's Securities to be Registered.

     This Registration  Statement  relates to the registrant's  common stock, no
par value per share (the "Common  Stock").  A description of the Common Stock is
contained  in  the  registrant's   preliminary   prospectus  (the   "Preliminary
Prospectus") dated February 25, 1998 under the section entitled  "Description of
Capital Stock-Common Stock" that is a part of its Registration Statement on Form
S-1,  Registration  No.  333-44355.  A  copy  of  pages  43  through  44 of  the
Preliminary  Prospectus  is  incorporated  by reference  into this  Registration
Statement pursuant to the instruction to this Item 1.

Item 2.  Exhibits

     I. The  following  Exhibits  have been  filed with the  Commission  and are
incorporated herein by reference as a part of this Registration Statement.

Exhibit No.               Description

 3.1       Form of Restated and Amended Articles of Incorporation of the
           Registrant(Incorporated by reference to Exhibit 3.1 to
           Registration No. 333-44355)

 3.2       Bylaws of the Registrant (Incorporated by reference to
           Exhibit 3.2 to Registration No. 333-44355)


<PAGE>

                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

                             COWLITZ BANCORPORATION
                             Date:  February 25, 1998



                             By: /s/ Charles W. Jarrett
                                 Charles W. Jarrett
                                 President and Chief Operating Officer



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