UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~March~~June 182, 2010

Cowlitz Bancorporation

(Exact Name of Registrant as specified in its charter)

Washington
(State or other jurisdiction of incorporation)

0-23881
(Commission File Number)

91 - 1529841
(IRS Employer Identification No.)

927 Commerce Ave.
Longview, Washington 98632
Address of Principal Executive Office and Zip Code

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

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing.~~Agreement

OnEffective ~~May~~June 182, 2010, Cowlitz Bancorporation (the “Company”) ~~received~~entered ainto ~~notice~~an ~~from~~agreement with the ~~NASDAQ~~Federal ~~Stock~~Reserve ~~Market~~Bank of San Francisco (the “~~Nasdaq~~FRB”). ~~regarding~~The ~~its~~agreement ~~non-compliance~~compliments ~~with~~the ~~Nasdaq~~Consent ~~Listing~~Order ~~Rule~~issued ~~5550~~to the Company’s wholly-owned subsidiary Cowlitz Bank (bthe “Bank”)~~(1)~~ on January 27, ~~which~~2010 ~~results~~and ~~from~~is routinely requested by the ~~failure~~FRB offollowing a Consent Order. The agreement, among other requirements, provides that the Company: will take steps to ~~maintain~~ensure athat ~~minimum~~the ofBank $2complies with the Consent Order; will not pay any dividends or take dividends from the Bank without regulatory approval; will not make any distributions on subordinated debentures,~~500~~ or incur,~~000~~ inincrease ~~stockholders’~~or ~~equity~~guarantee any debt, orwithout toregulatory ~~satisfy~~approval; ~~the~~will ~~alternative~~not ~~requirements under~~purchase ~~Listing~~or ~~Rule~~redeem ~~5550(b).~~any Atshares of its ~~scheduled~~stock ~~hearing~~without regulatory approval; will give advance notice before aappointing ~~Nasdaq~~any ~~Hearings~~new ~~Panel,~~director ~~the~~or ~~Company~~senior ~~intends~~executive toofficer; ~~present~~and will submit a plan ~~that~~to ~~includes~~maintain sufficient capital on a ~~discussion~~consolidated ofbasis ~~actions~~for approval and cash flow projections on an annual basis. This description of the ~~Company~~agreement ~~expects~~is a summary and does not purport to ~~take~~be a complete description of all of the terms of such agreement, and is qualified in its entirety by reference to ~~regain~~the ~~compliance~~agreement, ~~with~~attached ~~Listing~~hereto ~~Rule~~as Exhibit ~~5550(b)(~~99.1).

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits. ~~None~~99.1 Written Agreement, dated as of June 2, 2010, by and between the Company and the FRB

SIGNATURES

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

Date: ~~May~~June 247, 2010 COWLITZ BANCORPORATION (Registrant) By: /s/ Gerald L. Brickey Gerald L. Brickey Chief Financial Officer

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