UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended June 30, 2007


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

For the transition period from to

Commission file number 000-23277

CITIZENS BANCORP/OR

(Exact name of registrant as specified in its charter)


Oregon (State of Incorporation)		91-1841688 (I.R.S. Employer Identification Number)

275 Southwest Third Street
Corvallis, Oregon 97339
(Address of principal executive offices)

(541) 752-5161
(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 þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, as defined in Rule 12b-2 of the Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES o NO þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.


Class		Outstanding as of July 24, 2007
Common Stock, no par value		4,671,313

CITIZENS BANCORP
FORM 10-Q
JUNE 30, 2007
INDEX


	Page
	Reference
PART I. — FINANCIAL INFORMATION

ITEM 1. — FINANCIAL STATEMENTS — UNAUDITED

Condensed Consolidated Balance Sheets as of June 30, 2007 and December 31, 2006		1

Condensed Consolidated Statements of Income for the three months and the six months ended June 30, 2007 and 2006		2

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2007 and 2006		3

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2007 and 2006		4

Notes to Condensed Consolidated Financial Statements		5-10

ITEM 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations		11-15

ITEM 3. — Quantitative and Qualitative Disclosure about Market Risk		15

ITEM 4. — Controls and Procedures		15

PART II. — OTHER INFORMATION

ITEM 1. — Legal Proceedings		16

ITEM 1A. — Risk Factors		16

ITEM 2. — Unregistered Sales of Equity Securities and Use of Proceeds		16

ITEM 3. — Defaults Upon Senior Securities		16

ITEM 4. — Submission of Matters to a Vote of Security Holders		16

ITEM 5. — Other Information		16

ITEM 6. — Exhibits		16

SIGNATURES		17

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I FINANCIAL INFORMATION

ITEM 1

CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)


	June 30,			December 31,
	2007			2006
Assets
Cash and due from banks	$	14,615		$	17,227
Interest bearing deposits in banks		1,817			11,709
Federal funds sold		662			9,340
Securities available for sale		42,026			46,204
Securities held to maturity (estimated fair value $5,501 and $5,542)		5,480			5,462
Federal Home Loan Bank stock, at cost		905			905
Loans held for sale		95			53

Loans		272,645			253,027
Allowance for credit losses		2,950			2,875

Net loans		269,695			250,152

Premises and equipment		9,437			8,439
Accrued interest receivable		2,217			2,112
Cash value of life insurance		4,500			4,416
Other assets		3,130			3,010


Total assets	$	354,579		$	359,029


Liabilities and Shareholders’ Equity

Liabilities
Deposits:
Demand, non-interest bearing	$	58,489		$	58,514
Savings and interest-bearing demand		171,343			171,580
Time		41,263			40,516

Total deposits		271,095			270,610

Short-term borrowings		33,183			37,489
Accrued interest payable		97			100
Other liabilities		2,097			4,306


Total liabilities		306,472			312,505

Commitments and Contingencies		—			—

Shareholders’ Equity
Common stock (no par value); authorized 10,000,000 shares; issued and outstanding: 2007 - 4,671,199 shares; 2006 - 4,733,644 shares		28,731			30,027
Retained earnings		19,411			16,604
Accumulated other comprehensive loss		(35	)		(107	)

Total shareholders’ equity		48,107			46,524


Total liabilities and shareholders’ equity	$	354,579		$	359,029

See accompanying notes.

CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)


	Six Months Ended				Three Months Ended
	June 30,				June 30,
	2007		2006		2007		2006
Interest Income:
Loans	$	10,105	$	8,760	$	5,246	$	4,515
Federal funds sold and deposits in banks		265		72		75		26
Securities:
Taxable		1,186		1,038		544		514
Tax-exempt		124		155		63		76
Other		4		4		2		2

Total interest and dividend income		11,684		10,029		5,930		5,133

Interest Expense:
Deposits		2,405		1,616		1,215		854
Borrowed funds		44		68		32		36
Repurchase agreements		512		484		232		251

Total interest expense		2,961		2,168		1,479		1,141


Net Interest Income		8,723		7,861		4,451		3,992

Provision for credit losses		100		82		60		34


Net interest income after provision for credit losses		8,623		7,779		4,391		3,958

Non-interest Income:
Service charges on deposit accounts		546		660		275		328
Earnings on life insurance policies		84		78		44		41
Gain on sale of assets		10		—		—		—
Other		575		454		292		233

Total non-interest income		1,215		1,192		611		602

Non-interest Expense:
Salaries and employee benefits		3,614		3,323		1,736		1,608
Occupancy and equipment		710		643		351		321
Other		1,205		1,005		626		532

Total non-interest expense		5,529		4,971		2,713		2,461


Income before income tax expense		4,309		4,000		2,289		2,099

Income tax expense		1,502		1,382		795		732


Net income	$	2,807	$	2,618	$	1,494	$	1,367


Earnings per common share:
Basic	$	0.59	$	0.55	$	0.31	$	0.29
Diluted	$	0.58	$	0.55	$	0.31	$	0.29
Weighted average number of common shares outstanding:
Basic		4,781		4,733		4,781		4,735
Diluted		4,805		4,763		4,805		4,762

See accompanying notes.

CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)


	Six Months Ended June 30, 2007 and 2006
											Accumulated
	Number of										Other
	Common					Common					Comprehensive			Total
	Shares			Comprehensive		Stock			Retained		Income			Shareholders'
	Outstanding			Income		Amount			Earnings		(Loss)			Equity

Balance, at December 31, 2005		4,670,386				$	28,938		$	13,606	$	(248	)	$	42,296

COMPREHENSIVE INCOME:

Net Income		—		$	2,618		—			2,618		—			2,618

Other comprehensive income, net of tax:
Unrealized gain on securities		—			64		—			—		64			64


Comprehensive Income		—		$	2,682


Stock based compensation expense recognized in earnings							28								28
Issuance of common stock under dividend reinvestment plan		64,951					1,127			—		—			1,127
Stock grants		75					1			—		—			1
Stock options exercised		9,336					118			—		—			118
Stock repurchase		(85	)				(1	)		—		—			(1	)


Balance, at June 30, 2006		4,744,663				$	30,211		$	16,224	$	(184	)	$	46,251


Balance, at December 31, 2006		4,733,644				$	30,027		$	16,604	$	(107	)	$	46,524

COMPREHENSIVE INCOME:

Net Income		—		$	2,807		—			2,807		—			2,807

Other comprehensive income, net of tax:
Unrealized gain on securities		—			72		—			—		72			72


Comprehensive Income		—		$	2,879


Stock based compensation expense recognized in earnings		—					11			—		—			11
Issuance of common stock under dividend reinvestment plan		75,197					1,189			—		—			1,189
Stock grants		135					2			—		—			2
Stock options exercised		4,942					61			—		—			61
Income tax benefit from stock options exercised		—					8			—		—			8
Repurchase of common stock		(142,719	)				(2,567	)		—		—			(2,567	)


Balance, at June 30, 2007		4,671,199				$	28,731		$	19,411	$	(35	)	$	48,107

See accompanying notes.

CITIZENS BANCORP AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)


	Six Months Ended
	June 30,
	2007			2006

Net cash provided by operating activities	$	2,730		$	1,537

Cash Flows from Investing Activities:
Net (increase) decrease in interest bearing deposits in banks		9,892			(1,487	)
Net decrease in federal funds sold		8,678			435
Activity in securities available for sale:
Purchases		(14,019	)		(28,022	)
Maturities		18,420			40,750
Activitiy in securities held to maturity:
Purchases		(471	)		—
Maturities		460			1,745
Increase in loans made to customers, net of principal collections		(19,716	)		(13,137	)
Purchases of premises and equipment		(1,265	)		(1,105	)
Other real estate sold		270			—

Net cash provided (used) by investing activities		2,249			(821	)

Cash Flows from Financing Activities:
Net increase (decrease) in deposits		485			(6,688	)
Net increase (decrease) in repurchase agreements and other borrowings		(4,306	)		1,336
Payment of dividends, net of dividends reinvested		(1,272	)		(1,206	)
Exercise of stock options		61			118
Repurchase of common stock		(2,567	)		(1	)
Tax benefit from options exercised		8			—

Net cash used in financing activities		(7,591	)		(6,441	)


Net decrease in cash and due from banks		(2,612	)		(5,725	)

Cash and Due from Banks
Beginning of period		17,227			18,518


End of period	$	14,615		$	12,793


Supplemental Disclosure of Cash Flow Information
Interest paid	$	2,964		$	2,159
Income taxes paid	$	1,060		$	1,450
Supplemental Schedule of Non-cash Investing and Financing Activities
Fair value adjustment of securities available for sale, net of tax	$	72		$	64
Issuance of common stock through dividend reinvestment plan	$	1,189		$	1,127
Stock grants	$	2		$	1

See accompanying notes.

CITIZENS BANCORP AND SUBSIDARY
Notes to Condensed Consolidated Financial Statements (unaudited)

1.		Basis of Presentation

		The interim condensed consolidated financial statements include the accounts of Citizens Bancorp (“Bancorp” or “the Company”), a bank holding company and its wholly owned subsidiary, Citizens Bank (“Bank”) after elimination of intercompany transactions and balances. Substantially all activity of Citizens Bancorp is conducted through its subsidiary bank.

		The interim condensed consolidated financial statements are unaudited but have been prepared in accordance with accounting principles generally accepted in the United States for interim condensed financial information and with instructions to form 10-Q. Accordingly, the condensed consolidated interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments consisting only of normal recurring accruals necessary for a fair presentation for the interim periods included herein have been made.

		The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2006 consolidated financial statements, including notes thereto, included in Bancorp’s 2006 Annual Report to shareholders. The results of operations for the six months ended June 30, 2007, are not necessarily indicative of the results which may be obtained for the full year ending December 31, 2007.

		Certain amounts in 2006 have been reclassified to conform with the 2007 presentation.

2.		Use of Estimates in the Preparation of Financial Statements

		The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make 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 the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.

3.		Investment Securities

		The amortized cost and estimated fair value of the investment securities held by the Bank, including unrealized gains and losses, at June 30, 2007 and December 31, 2006, are as follows (in thousands):


			Gross		Gross
	Amortized		Unrealized		Unrealized			Estimated
June 30, 2007	Cost		Gains		Losses			Fair Value

Available for Sale
U.S. Government and Agency Securities	$	42,083	$	4	$	(61	)	$	42,026


Held to Maturity
State and Municipal Securities	$	5,480	$	31	$	(10	)	$	5,501


December 31, 2006

Available for Sale
U.S. Government and Agency Securities	$	46,379	$	39	$	(214	)	$	46,204


Held to Maturity
State and Municipal Securities	$	5,462	$	80	$	—		$	5,542

4.		Loan Portfolio

		The composition of the loan portfolio was as follows (dollars in thousands):


	June 30, 2007		December 31, 2006
Commercial	$	32,548	$	27,810
Agriculture		25,851		18,715
Real Estate
Construction		18,129		16,647
1-4 Family		25,159		25,254
Multi-family		23,681		23,530
Commercial		128,442		120,614
Farmland		16,148		17,508
Consumer Loans		3,193		3,382

		273,151		253,460

Less: net deferred loan fees		506		433


Total Loans		272,645		253,027

Less: allowance for credit losses		2,950		2,875


Net Loans	$	269,695	$	250,152

Transactions in the allowance for credit losses were as follows for the six months ended June 30:


	2007			2006
Balance at beginning of period	$	2,875		$	2,750
Provision charged to operations		100			82
Loans recovered		4			—
Loans charged off		(29	)		(8	)

Balance at end of period	$	2,950		$	2,824

5.		Non-Performing Assets

		It is the policy of the Bank to place loans on non-accrual after they become 90 days past due unless the loans are well secured and in the process of collection. The Bank may place loans that are not contractually past due or that are deemed fully collateralized on non-accrual status as a management tool to actively oversee specific loans.

		Loans on non-accrual status as of June 30, 2007 and December 31, 2006 were approximately $1,598,000 and $1,436,000 respectively. There were no loans with modified terms as of June 30, 2007. Non-performing assets (defined as loans on non-accrual status and loans past due 90 days or more) are deemed by management to have adequate collateral or have specific reserves set aside to cover potential losses.

		Two agricultural loan relationships constitute $1.3 million of the approximately $1.6 million in non-accrual status as of June 30, 2007. One of the agriculture loans, with a balance of about $292 thousand, is fully secured by real estate. The farm operation is going through a Chapter 12 bankruptcy procedure. The Company is fully secured and does not expect a loss. The second agriculture relationship consists of two loans; one in the amount of approximately $625 thousand which is fully secured by agriculture real estate and the other loan is approximately $426 thousand and has a 90 % Farm Service Agency (FSA) guarantee, but no other collateral support. The Company is exposed on the second loan in the amount of $42 thousand, but expects to get paid in full over the next 18 to 24 months through normal farm operating cash flow. The remaining four non-accrual loans of approximately $255 thousand are fully secured by real estate and management does not anticipate any loss.

Risk of nonpayment exists with respect to all loans, which could result in the classification of such loans as non-performing. The following table presents information with respect to non-performing assets at June 30, 2007 and December 31, 2006 (dollars in thousands):


	June 30,			December 31,
	2007			2006
Loans on non-accrual status	$	1,598		$	1,436
Loans past due 90 days or more but not on non-accrual status		—			187


Total non-performing assets	$	1,598		$	1,623


Percentage of non-performing assets to total assets		0.45	%		0.45	%

6.		Borrowings

		The composition of borrowings is as follows (dollars in thousands):


	June 30, 2007		December 31, 2006
Treasury tax and loan deposit note	$	1,497	$	1,890
Federal Home Loan Bank — short term borrowings		3,000		12
Repurchase agreements		28,686		35,587

Total borrowings	$	33,183	$	37,489

7.		Basic and Diluted Earnings Per Common Share

		The Company’s basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period. The Company’s diluted earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding plus the incremental shares arising from the dilutive effect of stock-based compensation.

		The numerators and denominators used in computing basic and diluted earnings per common share for the six months and three months ended June 30, 2007 and 2006 can be reconciled as follows (dollars and share data in thousands):


	Six Months Ended
	June 30,
	2007		2006
Net income	$	2,807	$	2,618

Weighted average shares outstanding — basic		4,781		4,733
Basic earnings per common share	$	0.59	$	0.55

Incremental shares arising from stock-based compensation		24		30
Weighted average shares outstanding — diluted		4,805		4,763
Diluted earnings per common share	$	0.58	$	0.55


	Three Months Ended
	June 30,
	2007		2006
Net income	$	1,494	$	1,367

Weighted average shares outstanding — basic		4,781		4,735
Basic earnings per common share	$	0.31	$	0.29

Incremental shares arising from stock-based compensation		24		27
Weighted average shares outstanding — diluted		4,805		4,762
Diluted earnings per common share	$	0.31	$	0.29

8.		Stock Based Compensation

		In 1999, the Company adopted a qualified incentive stock option plan that allows for grants of incentive stock options to certain employees. The plan authorized a total of 181,460 shares for options. For each stock option grant, the Board of Directors determines and approves option exercise prices, numbers of options granted, vesting periods and expiration dates. Cash was not used to settle any equity instruments previously granted. The Company issues shares from authorized but unissued shares upon the exercise of stock options.

		On January 1, 2006, the Company adopted Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 123 (Revised 2004) that requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors.

		SFAS No. 123(R) superseded the Company’s previous accounting under the provisions of SFAS No. 123, Accounting for Stock-Based Compensation. As permitted by SFAS No. 123, the Company measured compensation cost for options in accordance with Accounting Principles Board Opinion (APB) No. 25, “Accounting for Stock Issued to Employees” and related interpretations. Prior to January 1, 2006, no accounting recognition was given to these prior stock options granted at fair market value until they were exercised. Upon exercise, net proceeds, including tax benefits realized, were credited to equity.

		SFAS No. 123(R) required the Company to estimate the fair value of stock-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s consolidated statement of income. The Company adopted the accelerated method for graded vested options which recognizes compensation expense for each vesting tranche over its vesting period.

		The Company uses the Black-Scholes option-pricing model to value stock options. The Black-Scholes model requires the use of employee exercise behavior data and the use of a number of assumptions including volatility of the Company’s stock price, dividend yield, weighted average risk-free interest rate, and weighted average expected life of the options. There were no options granted during the six months ended June 30, 2007 and 2006.

		The Company adopted SFAS No. 123(R) using the modified prospective transition method. In accordance with the modified prospective transition method, the Company’s consolidated financial statements prior to January 1, 2006 have not been restated to reflect, and do not include, the impact of SFAS No. 123(R). Stock-based compensation expense recognized under SFAS No. 123(R) for the six months ended June 30, 2007 and 2006 totaled $11 thousand and $28 thousand, respectively. At June 30, 2007, unrecognized stock-based compensation totaled $15 thousand. These costs are expected to be recognized over a weighted average period of 8 months.

		Stock option activity for the period ended June 30, 2007 was as follows:


				Weighted		Weighted Average		Aggregate
	Number of			Average Exercise		Remaining Contractual		Intrinsic Value
	Shares			Price		Term (years)		(in thousands)

Stock options outstanding, December 31, 2006		128,884		$	14.40		N/A		N/A
Granted		—			—		N/A		N/A
Exercised		(4,942	)	$	12.45		N/A		N/A
Forfeited		(2,160	)	$	18.12		N/A		N/A


Stock options outstanding, June 30, 2007		121,782		$	14.46		5.60	$	449


Stock options exercisable, June 30, 2007		105,123		$	13.96		5.35	$	437

Stock option activity for the period ended June 30, 2006 was as follows:


						Weighted Average		Aggregate
	Number of			Weighted Average		Remaining Contractual		Intrinsic Value
	Shares			Exercise Price		Term (years)		(in thousands)

Stock options outstanding, December 31, 2005		151,651		$	14.17		N/A		N/A
Granted		—			—		N/A		N/A
Exercised		(9,336	)	$	12.74		N/A		N/A
Forfeited		(2,940	)	$	16.66		N/A		N/A


Stock options outstanding, June 30, 2006		139,375		$	14.21		6.67	$	527


Stock options exercisable, June 30, 2006		99,477		$	13.37		6.13	$	455

		The total intrinsic value of options exercised during the period ended June 30, 2007 and 2006 was $26 thousand and $47 thousand, respectively, and the total fair value of stock options that vested was $9 thousand for both periods. The amount of cash received from options exercised during the period ended June 30, 2007 and 2006 was $62 thousand and $118 thousand, respectively.

9.		Contingencies

		Unfunded loan commitments totaled $71 million as of June 30, 2007 and $68 million as of December 31, 2006.

10.		Operating Segments

		The Company has operating segments which have been aggregated into three reporting segments as provided in SFAS No. 131 “Disclosure about Segments of an Enterprise and Related Information”.

		Management has evaluated the Company’s overall operation and determined that its business consists of certain reportable segments as of June 30, 2007 and 2006. Our operating segments are aggregated into reportable segments based primarily upon similar economic characteristics, products, services, customers, and delivery methods. These segments are community banking operations, mortgage department services, and treasury services. The following describes these segments:

		Community Banking — The principal business activities of this segment are attracting deposits from the general public and originating commercial and real estate loans for small and medium size businesses in the Company’s branch market areas. This segment’s primary sources of revenue are interest income and fees earned in connection with loans and deposits. This segment’s principal expenses consist of interest paid on deposits, personnel, occupancy, and other general expenses.

		Mortgage Department — The principal business activities of this segment are to originate process, underwrite, fund and sell residential 1-4 family real estate loans. A small portion of loans are retained (less than 5 percent of originations) in the department’s portfolio. This segment’s primary sources of revenues are from interest from retained loans, loan fees, and servicing released premiums. This segment’s primary expenses are personnel, occupancy, and other general expenses.

		Treasury Services — The treasury function of the Company, although not considered a line of business, is responsible for the management of the investment portfolio, data processing and holding company activities. This segment’s primary source of revenue is interest income from the investment portfolio. This segment’s primary expenses are personnel expenses, data processing expense, the Company’s state and federal income tax expense, and other general and administrative expenses.

		The financial results of each segment are derived from the Company’s general ledger system. Selected financial information on the Company’s segments is presented below for the six months ended June 30, 2007 and 2006.


	Six months ended June 30, 2007
	Treasury			Mortgage		Community
(Dollars in thousands)	Services			Department		Banking		Consolidated
Interest income	$	1,664		$	235	$	9,785	$	11,684
Interest expense		170			—		2,791		2,961

Net interest income		1,494			235		6,994		8,723
Provision for credit losses		100			—		—		100
Non-interest income		52			27		1,136		1,215
Non-interest expense		2,882			88		2,559		5,529

Income (loss) before income tax expense		(1,436	)		174		5,571		4,309
Provision for income tax expense		1,502			—		—		1,502

Net income (loss)	$	(2,938	)	$	174	$	5,571	$	2,807


Assets	$	71,305		$	5,392	$	277,882	$	354,579
Loans	$	4		$	5,368	$	267,273	$	272,645
Deposits	$	1,732			—	$	269,363	$	271,095


	Six months ended June 30, 2006
	Treasury			Mortgage		Community
(Dollars in thousands)	Services			Department		Banking		Consolidated
Interest income	$	1,349		$	174	$	8,506	$	10,029
Interest expense		143			—		2,025		2,168

Net interest income		1,206			174		6,481		7,861
Provision for credit losses		82			—		—		82
Non-interest income		73			25		1,094		1,192
Non-interest expense		2,579			84		2,308		4,971

Income (loss) before income tax expense		(1,382	)		115		5,267		4,000
Provision for income tax expense		1,382			—		—		1,382

Net income (loss)	$	(2,764	)	$	115	$	5,267	$	2,618


Assets	$	78,813		$	3,982	$	252,084	$	334,879
Loans	$	5		$	3,962	$	242,464	$	246,431
Deposits	$	1,491			—	$	245,903	$	247,394

11.		Recent Accounting Pronouncements

		At January 1, 2007, the Company adopted Financial Accounting Standards Board (“FASB”) Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109.” FIN 48 prescribes a comprehensive model for how a company will recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. The Company is subject to U.S. federal income tax and income of the State of Oregon. As of January 1, 2007 and June 30, 2007, the Company had no uncertain tax positions. The adoption of the accounting standard did not have a material impact on the Company’s condensed consolidated financial statements.

		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. This Statement defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. It clarifies that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the reporting entity transacts. This Statement does not require any new fair value measurements, but rather, it provides enhanced guidance to other pronouncements that require or permit assets or liabilities to be measured at fair value. This Statement is effective for fiscal years beginning after November 15, 2007, with earlier adoption permitted. The Company does not expect that the adoption of this Statement will have a material impact on the Company’s condensed consolidated financial statements.

		In February 2007, FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” SFAS No. 159 provides entities with an option to report certain financial assets and liabilities at fair value with changes in fair value reported in earnings. In addition, it requires disclosures related to an entity’s election to use fair value reporting. It also requires entities to display the fair value of those assets and liabilities for which the entity has elected to use fair value on the face of the balance sheet. SFAS No. 159 is effective for years beginning after November 15, 2007. Management does not expect the adoption of SFAS 159 to have a material impact on the Company’s condensed consolidated financial statements.

		On September 20, 2006, the FASB ratified Emerging Issue Task Force (EITF) Issue 06-5, “Accounting for Purchases of Life Insurance — Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (FTB 85-4), Accounting for Purchases of Life Insurance” (EITF 06-5). EITF 06-5 addresses the methods by which an entity should determine the amounts that could be realized under an insurance contract at the consolidated balance sheet date when applying FTB 85-4, and whether the determination should be on an individual or group policy basis. EIFT 06-5 is effective for fiscal years beginning after December 15, 2006. The adoption of EITF 06-5 did not have a material impact on the Company’s condensed consolidated financial statements.

		In September 2006, the FASB ratified the consensuses reached by the Task Force on Issue No. 06-4 (EITF 06-4) Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. A question arose when an employer enters into an endorsement split-dollar life insurance arrangement related to whether the employer should recognize a liability for the future benefits or premiums to be provided to the employee. EITF 06-4 indicates that an employer should recognize a liability for future benefits and that a liability for the benefit obligation has not been settled through the purchase of an endorsement type policy. An entity should apply the provisions of EITF 06-4 either through a change in accounting principle through a cumulative effect adjustment to retained earnings as of the beginning of the year of adoption or a change in accounting principle through retrospective application to all prior periods. The provisions of EITF 06-4 are effective for fiscal years beginning after December 15, 2007. Management has not yet completed its evaluation of the impact that EITF 06-4 may have on the Company.

ITEM 2
Management’s Discussion and
Analysis of Financial Condition
And Results of Operations

Cautionary Information
Concerning Forward-looking Statements

The following section contains certain “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This statement is included for the purpose of availing Bancorp the protection of the safe harbor provisions of this Act. The forward looking statements contained in this report are subject to factors, risks and uncertainties that may cause actual results to differ materially from those projected. Factors that might result in such material differences include, but are not limited to economic conditions, the regulatory environment, rapidly changing technology, new legislation, competitive factors, the interest rate environment and the overall condition of the banking industry. Forward looking statements can be identified by such words as “estimate”, “believe”, “expect”, “intend”, “anticipate”, “should”, “may”, “will”, or other similar words or phrases. Although Bancorp believes that the expectations reflected in such forward looking statements are reasonable, it can give no assurances that such expectations will prove to have been correct. Readers are therefore cautioned not to place undue reliance on such forward looking statements, which reflect management’s analysis only as of the date of the statement. Bancorp does not intend to update these forward-looking statements other than in its periodic filings under applicable security laws.

Critical Accounting Policies

Critical accounting policies are defined as those that include significant judgments and uncertainties, and could potentially result in materially different results under various assumptions and conditions. Bancorp believes that its most critical accounting policy upon which financial condition depends, and which involves the most complex or subjective decisions or assessments, is the Allowance for Credit Losses. Arriving at an appropriate level of allowance for credit losses involves a high degree of judgment. Bancorp’s allowance for credit losses provides for probable losses based upon evaluations of known and inherent risks in the loan portfolio. Management uses historical information, national statistics relating to the probability of loss, and the prevailing business environment to assess the adequacy of the allowance for credit losses. In addition, the adequacy of the allowance is reviewed no less than quarterly in conjunction with a concurrent analysis of specific problem credits in the portfolio, both in terms of risk trending and the likelihood of default. The allowance for credit losses may be affected by changing economic conditions and various external factors in ways currently unforeseen. The allowance for credit losses is increased by provisions for loan losses and by recoveries of loans previously charged-off and reduced by loans charged-off.

Overview

Citizens Bank (“the Bank”) was chartered October 1, 1957 by the State of Oregon as a commercial bank with a single office in Corvallis, Citizens Bank. Since then, Citizens Bank has expanded to an additional nine locations in the five counties of Benton, Linn, Lane, Polk, and Yamhill with branches located in the communities of Corvallis, Philomath, Albany, Junction City, McMinnville, Harrisburg, Dallas, and Springfield.

Citizens Bancorp (“the Company” or “Bancorp”), an Oregon Corporation and financial holding company, was formed in 1996 for the purpose of becoming the holding company of Citizens Bank. Bancorp is headquartered in Corvallis, Oregon. Its principal business activities are conducted through its full-service, commercial bank subsidiary, Citizens Bank.

At the holding company level the affairs of Bancorp are overseen by a Board of Directors elected by the shareholders of Bancorp at the annual meeting of shareholders. The business of the Bank is overseen by a Board of Directors elected by Bancorp, the sole owner of the Bank. As of the date of this Form 10-Q, the respective members of the Board of Directors of the Bank and the Board of Directors of Bancorp are identical.

Bancorp’s culture focuses on the tenets of collaborative leadership, branch autonomy, assertive business development, a positive working environment, a commitment to the community, outstanding customer service, and relationship banking.

Management believes that a healthy culture together with a progressive management style will result in constantly improved shareholder value.

Bancorp’s primary goal is to improve shareholder value through increased earnings while maintaining a high level of safety and soundness. Bancorp is committed to independence and long-term performance strategies.

The long-term benefit to Bancorp of its cultural and management style is the development of the Bank over time. Risk levels have been greatly reduced because of expertise in loan, investment, operational, and human resource management.

Bancorp’s primary market focus is to provide commercial bank services to businesses, professionals, and individuals. Bancorp emphasizes the development of meaningful customer relationships and a high level of service. Its employees are well-trained banking professionals who are committed to these objectives.

The Bank offers deposit accounts, safe-deposit boxes, consumer loans, commercial loans, agricultural loans, and commercial and residential real estate loans. Commercial loans include operating lines of credit, equipment and real estate financing, capital needs, and other traditional financing products.

The Bank has an emphasis in financing farm operations, equipment, and property. The Bank has also emphasized loans to professionals with its professional line of credit products. The Bank’s loan portfolio has some concentrations in real estate secured loans, primarily commercial properties. The Bank also operates a small residential mortgage loan origination department that originates loans and sells them into the secondary market.

Deposit products include regular and “package” checking accounts, savings accounts, certificates of deposit, money market accounts, and IRA accounts. The Bank offers debit cards, check guarantee cards, and ATM cards as well as credit cards as part of its retail banking services.

The Bank offers extended banking hours in selected locations as well as Saturday banking. ATM machines are also available at ten (10) locations offering 24-hour transaction services; including cash withdrawals, deposits, account transfers, and balance inquiries. The Bank also offers its customers a 24-hour automated telephone service that offers account transfers and balance inquiries. The Bank’s on-line banking product offers services to both individuals and business account customers. Business customers have a comprehensive cash management option. All online users have the availability of the “bill payment” feature. The Bank expects to continually enhance its on-line banking product while maintaining its quality “people to people” customer service. Citizens’ on-line banking can be reached at www.CitizensEBank.com.

The Bank offers health savings accounts to customers with high deductible medical plans. The Bank has found this deposit product to be mutually beneficial to the customer and to the Bank.

2007 Activities

On January 10, 2007, the Company paid a cash dividend to shareholders declared in 2006 of $.52 per share. The cash dividend paid out was $2.5 million of which $1.2 million was reinvested through the Company’s dividend reinvestment plan.

On March 20, 2007 the board of directors of the Bank approved management’s proposal of a new branch to be located in Lebanon, Oregon. The Company has acquired property for its Lebanon, Oregon branch located at 2122 S. Santiam Highway. The branch is anticipated to open August 2007 and operate out of its mobile unit during the construction of a permanent building. The branch will be led by a branch manager skilled in lending which will be mutually beneficial to the Lebanon community and the Company.

The Company continues its search for property for a branch in West Eugene, Oregon. Several properties are being considered but the Company has not signed an earnest money agreement as yet.

The Company reported net income of $1,494,000 in the second quarter ending June 30, 2007 or $.31 per common share, as compared to net income of $1,367,000 or $.29 per common share for the same period in 2006. For the first six months of 2007, the Company earned $2,807,000 or $.59 per common share as compared to the six month period ending June 30, 2006 of $2,618,000 or $.55 per common share.

Material Changes in Financial Condition

Changes in the balance sheet for the six months ended June 30, 2007 include a decrease in total assets; primarily in cash and due from banks, interest bearing deposits in banks, federal funds sold and securities available for sale. Liabilities decreased primarily in short-term borrowings and other liabilities relative to the payment of the cash dividend to shareholders. The Bank experienced an increase in loans and deposits.

At June 30, 2007, total assets decreased 1.2% or approximately $4.4 million as compared to total assets at December 31, 2006. Major components of the change in assets were:

	•		$2.6 million decrease in cash and due from banks or (15.2)%

	•		$9.9 million decrease in interest bearing deposits in banks or (84.5)%

	•		$8.7 million decrease in federal funds sold or (92.9)%

	•		$4.2 million decrease in securities available for sale or (9.0%)

	•		$19.5 million increase in net loans or 7.8%

Loans were generally made to customers within the Company’s market area. Loan growth increased 7.8% for the period ended June 30, 2007 as a result of calling by the Bank’s qualified loan officers in the Company’s market areas. The increases in loans were primarily funded by the decreases various liquid assets as noted above. The Bank has a history of minimal loan charge-offs due to its exceptional underwriting policies, standards, and loan review processes. The Bank’s loan officers are actively calling and management anticipates that the loan portfolio will continue to grow in 2007 with high quality loans that are appropriately priced.

The Bank experienced a slight increase in deposits for the period ending June 30, 2007 as compared to the period ending December 31, 2006. The decrease in short term borrowings resulted from a decrease in balances in customer repurchase sweep accounts (“REPO’S”). The decrease in other liabilities was due primarily to the payment of the cash dividend during the six months ended June 30, 2007. Major components of the change in liabilities for the Company were:

	•		$.237 million decrease in savings and interest bearing deposits or (.1%)

	•		$.747 million increase in time certificates of deposits or 1.8%

	•		$6.9 million decrease in repurchase agreements or (19.4)%

	•		$2.2 million decrease in other liabilities, primarily due to the payment of the cash dividend to shareholders or (51.3)%

Total deposits increased $485 thousand or .2% as of June 30, 2007 as compared to December 31, 2006. Average deposits for the period ending June 30, 2007 have increased $20.9 million or 8.4% as compared to the same period in 2006. Management believes a portion of the increase in deposits is in new core customer relationships due to calling efforts in its market areas. Competition for deposits has been and continues to be very strong within the Bank’s market areas. The Bank has a low cost of funds/high margin strategy along with building customer relationships. It does not compete for deposits by trying to outbid competitors as the Bank enjoys good liquidity and alternate lower cost of funding sources than offering high non-relationship deposit rates. Management anticipates that deposit competition will remain strong but estimates that deposits will slowly grow by continuing to develop strong customer relationships and offering reasonable deposit rates.

Repurchase account deposits decreased approximately $6.9 million or 19.4% as a result of decreases in existing account balances for the period ending June 30, 2007 as compared to December 31, 2006. These accounts tend to have sizeable fluctuations in their balances as these are some of the Bank’s large commercial accounts. Additionally two large accounts closed as a result of an estate settlement and the other for business discontinuation.

Material Changes in Results of Operations

The Company reported net income of approximately $2,807,000 or $.59 per common share, for the six months ended June 30, 2007, compared to net income of approximately $2,618,000 or $.55 per common share, for the same period in 2006. This represents an increase in net income of $189,000 or 7.2%. The increase was primarily the result of an $862,000 increase in net interest income exceeding a $558,000 increase in non-interest expense. Net income for the quarter ended June 30, 2007, was approximately $1,494,000 or $.31 net income per common share, compared to net income of approximately $1,367,000, or $.29 per common share, for the same period in 2006. This represents an increase in net income of $127,000 or 9.3% for the quarter. The increase during both these periods was largely attributable to an increase in interest income on loans due to a 7.8% growth in loans for the six moth period and 3.31% for the three month period ended June 30, 2007.

Total interest income increased approximately $1,655,000 or 16.5% for the six months and $797,000 or 15.5% for the three months ended June 30, 2007 as compared to the same periods in 2006. The change for the six month and the three month period was primarily a result of an increase in interest income from loans and available for sale investments. The increase in loan interest income was attributable to growth of the portfolio along with an increase in the overall yield of the portfolio. The increase in interest income on securities available for sale was result of the repricing of maturing securities that were reinvested at higher yields which offset the decrease in the balance of the available for sale investment portfolio.

Total interest expense increased approximately $793,000 or 36.6% for the six months and $338,000 or 29.6% for the three months ended June 30, 2007 as compared to the same periods in 2006. The increase in interest expense on deposits for these periods was the result of deposit growth and higher interest rates paid for customer deposits resulting from overall market rate increases in 2007 compared to the same periods in 2006.

Net interest income for the six months ended June 30, 2007 increased approximately $862,000 or 11.0% and $459,000 or 11.5% for the three-month period ended June 30, 2007 as compared to the same periods in 2006. The increase in both the three-month and six-month period ended June 30, 2007 was primarily a result of the increase in interest income on loans and available for sale investments as compared to the same periods in 2006.

Total non-interest income increased slightly by $23,000 or 1.9% for the six months and $9,000 or 1.5% for the three months ended June 30, 2007 as compared to the same periods in 2006. Service charge income decreased $114,000 or 17.3% for the six month period and $53,000 or 16.2% of the three month period ended June 30, 2007 as compared to the same periods in 2006. The decrease is primarily a result of the increase in the earnings credit on business accounts and a decrease in overdraft fees on deposit accounts. As market rates have increased, the Bank has increased the earnings credit which offsets service charges on its business account product.

Total non-interest expense increased $558,000 or 11.2% for the six months and $252,000 or 10.2% for the three months ended June 30, 2007, as compared to the same periods in 2006. Salary and benefit expense increased $291,000 or 8.8% for the six months ended June 30, 2007 as a result of routine salary adjustments, additional staff, 401K plan expense, and increased costs associated with medical benefits as compared to the same period in 2006.

Provisions for Credit Losses

The Bank maintains an allowance for credit losses on loans that occur from time to time as an incidental part of the business of banking. The allowance is increased by provisions charged to earnings and by recoveries on loans previously charged off, and is reduced by loan charge offs.

During the first six months ended June 30, 2007, the Bank’s provision for credit losses was $100,000 as compared to $82,000 for the same six-month period of 2006. The Bank’s provision for credit losses is based on its analysis of delinquencies, loan types, loan classifications, and other factors affecting the loan portfolio. The Bank experienced $29,000 in credit losses and $4,000 in recoveries for the six months ended June 30, 2007 and $8,000 in losses and no recoveries for the same period ended June 30, 2006. Historically, the Bank’s loan charge-off levels have been very low compared to its peers. Management believes that the allowance for credit losses at June 30, 2007 of $2,950,000 or 1.08% of total loans is adequate.

The provision for credit losses represents charges made to operating expenses to maintain an appropriate allowance for credit losses. Management considers various factors in establishing an appropriate allowance. These factors include an assessment of the financial condition of the borrower, a determination of the borrower’s ability to service the debt from cash flow, a conservative assessment of the value of the underlying collateral, the condition of the specific industry of the borrower, the economic health of the local community, a comprehensive analysis of the levels and trends of loan types, and a review of past due and classified loans.

It is Bank policy that once each quarter, Bank management makes recommendations to the Board regarding the adequacy of the Bank’s allowance for credit losses at quarter end and the amount of the provision that should be charged against earnings. Management’s recommendations are based on an internal loan review process to determine specific potential loss factors on classified loans, risk factor of loan grades, historical loss factors derived from actual net charge-off experience, trends in non-performing loans and other potential risks in the loan portfolio such as industry concentration, the local economy and the volume of loans.

Management uses a loan grading system wherein loan officers assign a risk grade to each of their loans at inception and at intervals based on receipt of financial information, renewal, or when there is an indication that a credit may have improved or weakened. The risk grades in the loan portfolio are used in determining a factor that is used in analyzing the adequacy of the reserve for credit losses.

The Bank’s policy is to charge off loans when, in management’s opinion, the loan or a portion of the loan is deemed uncollectible following a concerted collection effort. Management continues to pursue collection after a loan is charged-off until all possibilities for collection have been exhausted.

Liquidity and Capital Resources

Bancorp’s subsidiary, the Bank, has adopted policies to maintain a relatively liquid position to enable it to respond to changes in the Bank’s financial environment. Generally, the Bank’s major sources of liquidity are customer deposits, sales and maturities of securities, the use of borrowing lines with correspondent banks including Federal Home Loan bank borrowings, loan repayments and net cash provided by operating activities.

The analysis of liquidity should also include a review of the changes that appear in the condensed consolidated statement of cash flows for the first six months of 2007. The statement of cash flows includes operating, investing and financing categories. Operating activities include net income that is adjusted for non-cash items and increases or decreases in cash due to certain changes in assets and liabilities. Investing activities consist primarily of both proceeds from maturities and purchases of securities, and the net growth in loans. Financing activities present the cash flows associated with the Bank’s deposit accounts and repurchase agreements.

Management believes that the Bank’s existing sources of liquidity will enable the Bank to fund its requirements in the normal course of business.

As of June 30, 2007, shareholders’ equity totaled $48,107,000 as compared to $46,524,000 at December 31, 2006, an increase of 3.4%. This increase in equity was primarily due to the Company’s net income of $2,807,000 and dividend reinvestment of $1,189,000 which was decreased by the repurchase of common stock of approximately $2,567,000.

Under the Company’s stock bonus plan, 45,365 shares of common stock are authorized for distribution. As of June 30, 2007, 535 shares had been issued under this Plan.

Capital ratios for Citizens Bank were as follows as of the dates indicated:


	June 30, 2007									December 31, 2006
				Adequately			Well						Adequately			Well
	Actual			Capitalized			Capitalized			Actual			Capitalized			Capitalized
	Ratio			Standards			Standards			Ratio			Standards			Standards
Tier 1 Leverage Ratio		13.51	%		4	%		5	%		13.17	%		4	%		5	%
Tier 1 Risk Based Capital		15.30	%		4	%		6	%		15.67	%		4	%		6	%
Total Risk Based Capital		16.24	%		8	%		10	%		16.64	%		8	%		10	%

ITEM 3. Quantitative & Qualitative Disclosures About Market Risk

Interest rate, credit, and operations risks are the most significant market risks impacting the Bank’s performance. The Bank relies on loan review, prudent loan underwriting standards and an adequate allowance for credit losses to mitigate credit risk.

The Bank uses an asset/liability management simulation model to measure interest rate risk. The model quantifies interest rate risk through simulating forecasted net interest income over a 12 month time period under various rate scenarios, as well as monitoring the change in the present value of equity under the same rate scenarios. The present value of equity is defined as the difference between the market value of current assets less current liabilities. By measuring the change in the present value of equity under different rate scenarios, management is able to identify interest rate risk that may not be evident in simulating changes in forecasted net interest income.

As of June 30, 2007 the Bank is asset sensitive, meaning that interest bearing assets mature or reprice more quickly than interest earning liabilities in a given period. An increase or decrease in market rates of interest will not materially impact net interest income.

It should be noted that the simulation model does not take into account future management actions that could be undertaken if there were a change in actual market interest rate during the year. Also, certain assumptions are required to perform modeling simulations that may have significant impact on the results. These include assumptions regarding the level of interest rates and balance changes on deposit products that do not have stated maturities. These assumptions have been developed through a combination of industry standards and future expected pricing behavior. The model also includes assumptions about changes in the composition or mix of the balance sheet. The results derived from the simulation model could vary significantly by external factors such as changes in the prepayment assumptions, early withdrawals of deposits and competition. Management has assessed these risks and believes that there has been no material change since December 31, 2006.

ITEM 4. Controls and Procedures

a)		Evaluation of Disclosure Controls and Procedures: An evaluation of the Company’s disclosure controls and procedures (as defined in Section 13(a)-15(e) and 15d-15(e)) of the Securities Exchange Act of 1934 was carried out under the supervision and with the participation of the Company’s Chief Executive Officer, Chief Financial Officer and several other members of the Company’s senior management as of the end of the period covered by this quarterly report. The Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Company in the reports it files or submits under the Act is (1) accumulated and communicated to the Company’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (2) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

b)		Changes in Internal Controls: There were no significant changes in the Company’s internal controls or in other factors that could significantly affect the Company’s internal controls subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such controls requiring corrective actions. As a result, no corrective actions were taken.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

There has not been any material change in the risk factors disclosure from that contained in the Company’s Form 10-K for the fiscal year ended December 31, 2006.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

	(a)		April 17, 2007, Annual Meeting

	(b)		Need not be completed

	(c)		The following matters were voted upon at the Annual Meeting of Shareholders on April 17, 2007

	(1)		The re-election of three (3) Directors for terms expiring in 2010 or until their successors have been elected and qualified.

			Directors:


Michael A. Butler		Sidney A. Huwaldt		William V. Humphreys, Sr.
Votes cast for:	3,550,623	Votes cast for:	3,550,683	Votes cast for:	3,547,853
Votes withheld:	8,528	Votes withheld:	8,468	Votes withheld:	11,298

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

(a)

Exhibits

	31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

	31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

	32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

	32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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 thereunto duly authorized.



Date: August 10, 2007	By:	/s/ William V. Humphreys
		William V. Humphreys
		President and Chief Executive Officer


Date: August 10, 2007	By:	/s/ Lark E. Wysham
		Lark E. Wysham
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit
No.		Description

31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

32.1		Chief Executive Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

32.2		Chief Financial Officer certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

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CITIZENS BANCORP/OR 10-Q