• this prospectus, which provides general information, some of which may not apply to your securities;
   
• the accompanying prospectus supplement, which describes the terms of the securities, some of which may not apply to your securities; and
   
• if necessary, a pricing supplement, which describes the specific terms of your securities.

• the pricing supplement, if any;
   
• the prospectus supplement; and
   
• the prospectus.

• the credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs;
   
• changes in general economic conditions, either nationally or in our market areas;
   
• changes in the levels of general interest rates, deposit interest rates, our net interest margin and funding sources;
   
• fluctuations in the demand for loans and in real estate values in our market areas;
   
• fluctuations in agricultural commodity prices, crop yields and weather conditions;
   

• our ability to control operating costs and expenses;
   
• our ability to successfully implement our branch expansion strategy;
   
• our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames;
   
• our ability to manage loan delinquency rates;
   
• our ability to retain key members of our senior management team;
   
• costs and effects of litigation;
   
• increased competitive pressures among financial services companies;
   
• changes in consumer spending, borrowing and savings habits;
   
• legislative or regulatory changes that adversely affect our business;
   
• adverse changes in the securities markets;
   
• inability of key third-party providers to perform their obligations to us;
   
• changes in accounting policies and practices, as may be adopted by the financial institution regulatory agencies or the Financial Accounting Standards Board;
   
• war or terrorist activities; and
   
• other economic, competitive, governmental, regulatory, and technological factors affecting our operations, pricing, products and services.

• the title and series designation;
   
• the aggregate principal amount and the limit, if any, on the aggregate principal amount or initial issue price of the debt securities which may be issued under the applicable indenture;
   
• the principal amount payable, whether at maturity or upon earlier acceleration;
   
• whether the principal amount payable will be determined with reference to an index, formula or other method which may be based on one or more currencies, currency units, composite currencies, commodities, equity indices or other indices;
   
• whether the debt securities will be issued as original issue discount securities (as defined below);
   
• the date or dates on which the principal of the debt securities is payable;
   
• any fixed or variable interest rate or rates per annum or the method or formula for determining an interest rate;
   
• the date from which any interest will accrue;
   
• any interest payment dates;
   
• whether the debt securities are senior or subordinated, and if subordinated, the terms of the subordination;
   
• the price or prices at which the debt securities will be issued, which may be expressed as a percentage of the aggregate principal amount of those debt securities;
   
• the stated maturity date;

• whether the debt securities are to be issued in global form;
   
• any sinking fund requirements;
   
• any provisions for redemption, the redemption price and any remarketing arrangements;
   
• the denominations of the securities or series of securities;
   
• whether the debt securities are denominated or payable in United States dollars or a foreign currency or units of two or more foreign currencies;
   
• any restrictions on the offer, sale and delivery of the debt securities;
   
• the place or places where payments or deliveries on the debt securities will be made and may be presented for registration of transfer or exchange;
   
• whether any of the debt securities will be subject to defeasance in advance of the date for redemption or the stated maturity date;
   
• the terms, if any, upon which the debt securities are convertible into other securities of ours or another issuer and the terms and conditions upon which any conversion will be effected, including the initial conversion price or rate, the conversion period and any other provisions in addition to or instead of those described in this prospectus;
   
• a description of any documents or certificates that must be received prior to the issuance of any definitive securities;
   
• whether and under what circumstances additional amounts will be paid to non-U.S. citizens in connection with any tax, assessment or governmental charge and whether securities may be redeemed in lieu of paying such additional fees;
   
• the identity of each security registrar or paying agent (if other than trustee);
   
• any provisions granting special rights to securities holders upon the occurrence of specified events;
   
• any deletions from, modifications of, or additions to any default events or covenants set forth in the form of indenture;
   
• the portion of the principal amount payable upon the declaration of acceleration of the maturity of any securities;
   
• the date any bearer securities of or within the series and any temporary global security representing outstanding securities shall be dated, if other than date of original issuance; and

• any other terms of the debt securities which are not inconsistent with the provisions of the applicable indenture.

• be unsecured;
   
• have a minimum average maturity of five years;
   
• be subordinated in right of payment;
   
• not contain provisions permitting the holders of the debt to accelerate payment of principal prior to maturity except in the event of bankruptcy of the issuer; and
   
• not contain provisions that would adversely affect liquidity or unduly restrict management's flexibility to operate the organization, particularly in times of financial difficulty, such as limitations on additional secured or senior borrowings, sales or dispositions of assets or changes in control.

• the conversion or exchange price;
   
• the conversion or exchange period;
   
• provisions regarding the convertibility or exchangeability of the debt securities, including who may convert or exchange;
   
• events requiring adjustment to the conversion or exchange price;
   
• provisions affecting conversion or exchange in the event of our redemption of the debt securities; and
   

• any anti-dilution provisions, if applicable.

• default in the payment of any principal or premium or make-whole amount, if any, on the debt securities when due;
   
• default in the payment of any interest on the debt securities, or of any coupon pertaining thereto, when due, which continues for 30 days;
   
• default in the deposit of any sinking fund payment on the debt securities when due;
   
• default in the performance or breach of any other obligation contained in the applicable indenture for the benefit of that series of debt securities (other than defaults or breaches otherwise specifically addressed), which continues for 90 days after written notice of the default or breach;
   
• specified events in bankruptcy or insolvency of the Company; and
   
• any other event of default provided with respect to the debt securities of any series.

• in the payment of any amounts due and payable or deliverable under the debt securities of that series; or
   
• in an obligation contained in, or a provision of, an indenture which cannot be modified under the terms of that indenture without the consent of each holder of each series of debt securities affected.

• that holder previously gives to the indenture trustee written notice of a continuing event of default with respect to debt securities of that series;

• the holders of not less than 25% in principal amount of the outstanding securities of that series have made written request and offered the indenture trustee indemnity satisfactory to the indenture trustee to institute that proceeding as indenture trustee;
   
• the indenture trustee has not received from the holders of a majority in principal amount or, under certain circumstances, issue price of the outstanding debt securities of that series a direction inconsistent with the request; and
   
• the indenture trustee fails to institute the proceeding within 60 days.

• change the stated maturity date of the principal of (or premium or make-whole amount, if any, on), or any installment of principal or interest on, any debt security issued under that indenture;
   
• reduce the principal amount of or any make-whole amount, the rate of interest on or any additional amounts payable in respect thereof, or any premium payable upon the redemption of any debt security issued under that indenture;
   
• reduce the amount of principal of an original issue discount security or make-whole amount, if any, issued under that indenture payable upon acceleration of its maturity or provable in bankruptcy or adversely affect any right of repayment of a debt security;
   
• change the place or currency of payment of principal or any premium or any make-whole amount or interest on any debt security issued under that indenture;
   
• impair the right to institute suit for the enforcement of any payment or delivery on or with respect to any debt security issued under that indenture;

• reduce the percentage in principal amount of debt securities of any series issued under that indenture, the consent of whose holders is required to modify or amend the indenture or to waive compliance with certain provisions of the indenture; or
   
• make any change that adversely affects the right to convert or exchange any security or decrease the conversion/exchange rate or increase the conversion/exchange price.

• to evidence the succession of another person to the Company;
   
• to add to our covenants for the benefit of the holders of all or any series of debt securities;
   
• to add events of default for the benefit of the holders of all or any series of debt securities;
   
• to add or change any provisions of the indentures to facilitate the issuance of bearer securities;
   
• to change or eliminate any of the provisions of the applicable indenture in respect of any series of debt securities, so long as any such change or elimination will become effective only in respect of any series of securities when there is no outstanding security of that series which is entitled to the benefit of that provision;
   
• to establish the form or terms of debt securities of any series;
   
• to evidence and provide for the acceptance of appointment by a successor indenture trustee;
   
• to cure any ambiguity, to correct or supplement any provision in the applicable indenture, or to make any other provisions with respect to matters or questions arising under that indenture, so long as the interests of holders of debt securities of any series are not adversely affected in any material respect by the actions taken to cure, correct or supplement a provision in an indenture;
   
• to secure securities;
   
• to provide for conversion rights of the holders of the debt securities of any series to enable those holders to convert those securities into other securities;

• to close the indenture with respect to the authentication and delivery of additional series of securities or to qualify or maintain qualifications of the applicable indenture under the Trust Indenture Act; or
   
• to supplement any of the provisions of an indenture as is necessary to permit or facilitate the defeasance or discharge of any series of securities under specified provisions of the indenture, provided that any such action shall not adversely affect the interests of the holders of securities of such series or any other series of securities under the indenture in any material respect.

• there shall be no minimum quorum requirement for such meeting; and

• the principal amount of the outstanding debt securities of such series that vote in favor of such request, demand, authorization, direction, notice, consent, waiver or other action shall be taken into account in determining whether such request, demand, authorization, direction, notice, consent, waiver or other action has been made, given or taken under such indenture.

• in the case of debt securities denominated in U.S. dollars, U.S. dollars or U.S. government obligations;
   
• in the case of debt securities denominated in a foreign currency, of money in that foreign currency or foreign government obligations of the foreign government or governments issuing that foreign currency; or
   
• a combination of money and U.S. government obligations or foreign government obligations, as applicable;

• an opinion of independent counsel that the holders of the debt securities of that series will have no federal income tax consequences as a result of that deposit and termination;
   
• an opinion of independent counsel that registration is not required under the Investment Company Act of 1940;
   
• an opinion of counsel as to certain other matters;

• officers' certificates certifying as to compliance with the senior indenture and other matters; and

• there is an event of default with respect to any senior indebtedness which permits the holders of that senior indebtedness to accelerate the maturity of the senior indebtedness; and
   
• the default is the subject of judicial proceedings or we receive notice of the default from an authorized person under the subordinated indenture.

• 25,000,000 shares of common stock, par value $.01 per share; and
   
• 500,000 shares of preferred stock, par value $.01 per share.

• the designation and stated value per share of the preferred stock and the number of shares offered;
   
• the amount of liquidation preference per share;
   
• the price at which the preferred stock will be issued;
   
• the dividend rate, or method of calculation, the dates on which dividends will be payable, whether dividends will be cumulative or noncumulative and, if cumulative, the dates from which dividends will commence to accumulate;
   
• any voting rights;
   
• any redemption or sinking fund provisions;
   
• any conversion provisions; and
   
• any other rights, preferences, privileges, limitations and restrictions on the preferred stock.

• senior to all classes of common stock and all equity securities issued by us the terms of which specifically provide that the equity securities will rank junior to the preferred stock (referred to as the "junior securities");
   
• equally with all equity securities issued by us the terms of which specifically provide that the equity securities will rank equally with the preferred stock (referred to as the "parity securities"); and
   
• junior to all equity securities issued by us the terms of which specifically provide that the equity securities will rank senior to the preferred stock.

• the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;
   
• any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the units;
   
• the terms of the unit agreement governing the units;
   
• United States federal income tax considerations relevant to the units; and
   
• whether the units will be issued in fully registered or global form.

• through underwriters or dealers;
   
• through agents; or
   
• directly to purchasers or to a single purchaser.

• the name or names of any underwriters, dealers or agents and the type and amounts of securities underwritten or purchased by each of them; and
   
• the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or reallowed or paid to dealers.

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

             The following table sets forth the expenses, other than underwriting compensation, expected to be incurred in connection with the registration and sale of the securities covered by this Registration Statement.

All of the above amounts, other than the SEC registration fee, are estimates.

Item 15. Indemnification of Directors and Officers

            Article XIV of the Registrant's Articles of Incorporation requires indemnification of directors and officers to the fullest extent permitted by Washington law, except for (i) acts or omissions finally adjudged to violate law; (ii) conduct finally adjudged to violate Section 23B.08.310 of the Washington Business Corporation Act (relating to unlawful distributions by the corporation), or (iii) any transaction with respect to which it was finally adjudged that the director or officer personally received a benefit in money, property or services to which that person was not legally entitled. Sections 23B.08.500 through 23B.08.600 of the Washington Business Corporation Act authorize a court to award, or a corporation's board of directors to grant, indemnification to directors and officers on terms sufficiently broad to permit indemnification under certain circumstances for liabilities arising under the Securities Act of 1933.

            Section 23B08.320 of the Washington Business Corporation Act authorizes a corporation, in its articles of incorporation, to limit a director's personal liability to the corporation or its shareholders for monetary damages for acts or omissions as a director, except in certain circumstances involving intentional misconduct, a knowing violation of law, unlawful distributions by the corporation, or any transactions from which the director personally receives a benefit in money, property or services to which the director is not entitled. The Registrant's articles of incorporation limit a director's liability to full extent permitted by Section 23B08.320.

            Under a directors' and officers' liability insurance policy, directors and officers of the Registrant are insured against certain liabilities.

Item 16. Exhibits

________________________________

(1) To be filed as an exhibit to a document to be incorporated by reference in this Registration Statement.

             (b) Financial Statement Schedules:

                          Not Applicable.

Item 17. Undertakings.

             The undersigned Registrant hereby undertakes:

             (1) To file, during any period in which offers or sales are being made a post-effective amendment to this registration statement:

                          (i)             To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                          (ii)             To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

                          (iii)             To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registration pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

             (2)             That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

             (3)             To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

             (4)             That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

                          (i)             Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

                          (ii)             Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

             (5)             That, for the purpose of determining any liability of the Registrant under the Securities Act to any purchaser in the initial distribution of the securities:

             The Registrant undertakes that in a primary offering of securities of the Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

                          (i)             Any preliminary prospectus or prospectus of the Registrant relating to the offering required to be filed pursuant to Rule 424;

                          (ii)             Any free writing prospectus relating to the offering prepared by or on behalf of the Registrant or used or referred to by the Registrant;

                          (iii)             The portion of any other free writing prospectus relating to the offering containing material information about the Registrant or its securities provided by or on behalf of the Registrant; and

                          (iv)             Any other communication that is an offer in the offering made by the Registrant to the purchaser.

             (6)             That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

             (7)             That:

                          (i)             For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

                          (ii)             For the purposes of determining of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time be deemed to be the initial bona fide offering thereof.

             (8)             To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

             Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

             Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Walla Walla, State of Washington, on the 20th day of December, 2006.