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

(mark one)

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2003

OR

[ ] TRANSITION REPORT UNDER SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 #9; #9;

For the transition period from _________ to _________

Commission File Number 0-24024

721 College Street. SE, P.O. Box 3800, Lacey, WA 98509
(Address of principal executive offices)

Issuer's telephone number: (360) 459-1100

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 past 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: X Yes No

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act) __Yes X No

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

Table of Contents

VENTURE FINANCIAL GROUP, INC. and SUBSIDIARIES
Condensed Consolidated Balance Sheets

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VENTURE FINANCIAL GROUP, INC. and SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, adjustments considered necessary for a fair presentation (consisting of normally recurring accruals) have been included. The interim condensed consolidated financial statements should be read in conjunction with the December 31, 2002 consolidated financial statements, including notes thereto, included in the Company's 2002 Annual Report to Shareholders. Operating results for the nine months ended September 30, 2003 are not necessarily indicative of the results anticipated for the year endin g December 31, 2003.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

In December 2002, the Financial Accounting Standards Board issued FASB Statement No. 148, Accounting for Stock-Based Compensation - Transition and Disclosure. This Statement amends FASB Statement No. 123, Accounting for Stock-Based Compensation, and APB Opinion No. 28, Interim Financial Reporting, to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. This statement does not require any change from the method currently used by the Company to account for stock-based compensation, but does require more prominent disclosure in the annual and interim financial statements about the method of accounting for such compensation and the effect of the method used on reported results. This statement was effective for fiscal years ending after December 15, 2002. The Company has adopted the disclosure provisions of SFAS No. 148 in the accompanying financ ial statements, and accordingly, the required disclosures are set forth below.

The Company accounts for stock-based awards to employees and directors using the intrinsic value method, in accordance with APB No. 25, Accounting for Stock Issued to Employees. Accordingly, no compensation expense has been recognized in the condensed consolidated financial statements for employee and director stock arrangements where the grant price is equal to market price. However, the required pro forma disclosures of the effects of all options granted on or after January 1, 1995 have been provided in accordance with SFAS No. 123, Accounting for Stock-Based Compensation.

At September 30, 2003, the Company has two stock-based employee and director compensation plans. The following illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, Accounting for Stock-Based Compensation, to stock-based compensation awards for the effects of all options granted on or after January 1, 1995 for the periods ended September 30:

Basic and diluted earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding during the periods presented. Diluted earnings per share assumes that all dilutive stock options outstanding are issued such that their dilutive effect is maximized.

On April 10, 2003, the Company completed an offering of trust preferred securities and received net proceeds of approximately $5,910. The proceeds are being used for general Company purposes, including utilization in the stock repurchase program and potentially to provide additional capital to Venture Bank. Trust preferred securities consist of the issuance of subordinated debt securities to a wholly owned subsidiary business trust, which then issues preferred stock to investors. The wholly owned subsidiary trust is consolidated in the Consolidated Financial Statements. The interest payments on the debt securities are approximately equal to the dividend payments on the preferred stock of the trust. The Company will be able to recognize a deduction of the interest cost for income tax purposes, while the net proceeds, up to one-third of total capital adjusted for accumulated other comprehensive income, will qualify as Tier 1 capital.

No new accounting pronouncements were issued in the third quarter 2003.

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The following discussion contains a review of the Company's and its subsidiaries operating results and financial condition for the first nine months of and period ended September 30, 2003. When warranted, comparisons are made to the same period in 2002, and to the previous year ended December 31, 2002. The discussion should be read in conjunction with the financial statements (unaudited) and related notes contained elsewhere in this report. The reader is assumed to have access to the Company's Form 10-K for the year ended December 31, 2002, which contains additional statistics and explanations. All dollars in tables, except per share data, are expressed in thousands.

In addition to historical information, statements appearing in this report which are not historical in nature, including the discussions of the adequacy of the Company's capital resources and allowance for credit losses, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 ("PLSRA"). Any statements that expressly or implicitly predict future results, performance, or events should be considered forward-looking. Forward-looking statements are subject to the risks and uncertainties that may cause actual future results to differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report. The Company does not undertake any obligation to publicly release any revisions to forward-looking statements contained in this Quarterly Report, with respect to events or circumstances after the date of this Report, or to reflect the occurrence of unanticipa ted events.

Such risks and uncertainties with respect to the Company include, among others, those related to the general economic environment, particularly in the region in which the Company operates, competitive products and pricing, that may lead to pricing pressures on rates the Bank charges on loans and pays on deposits, loss of customers of greatest value to the Bank, litigation or other losses, fiscal and monetary policies of the federal government, changes in government regulations affecting financial institutions and small loan practices, including regulatory fees and capital requirements, changes in prevailing interest rates that could lead to decreased net interest margin, acquisitions and the integration of acquired businesses, credit risk management and asset/liability management, the financial and securities markets, changes in technology or required investments in technology, and the availability of and costs associated with sources of liquidity.

The Company's consolidated assets at September 30, 2003 totaling $507,110,000 represents a 6.88% increase from December 31, 2002 assets totaling $474,450,000. The increase in assets was caused by an increase in securities available for sale of $53,024,000 and cash value of life insurance of $4,095,000, offset by a reduction in cash and due from banks in the amount of $12,996,000, loans in the amount of $6,196,000 and fed funds sold of $3,400,000. Other assets were largely unchanged.

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

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The percentage of non-performing loans to total loans decreased to .77% on September 30, 2003 from 2.16% on December 31, 2002. Non-accrual loans decreased $3,794,000 during the first nine months of 2003, while foreclosed real estate and other assets decreased $2,643,000 during the same period. The reduction in foreclosed real estate is primarily attributed to one property the Company sold in July 2003. The property had been acquired as a result of a failed loan identified in 1999. The reduction in non-accrual loans is attributed to the Company's special credits team and the increased attention paid to the Company's non-accrual portfolio.

The Company has no loans past due 90 days or more continuing to accrue interest.

The allowance for credit losses decreased $160,000 for the first nine months of 2003, with the ratio of the allowance for credit losses to loans at 2.15% on September 30, 2003, compared to 2.19% on December 31, 2002. During the first nine months, an additional $1,853,000 was reserved for potential losses, and net charge-offs were $2,013,000, or .56% of the loan portfolio. The charge-offs were primarily in the Bank's small loan portfolio. The allowance for credit losses to nonperforming loans was 283.27% on September 30, 2003, compared to 101.61% on December 31, 2002. Management believes the allowance is at an appropriate level.

Investment securities increased $53,024,000, or 157.71% during the first nine months of 2003 to a total of $86,646,000. The increase in securities available for sale is primarily attributed to a large security transaction that occurred in the third quarter of 2003. The securities were funded primarily out of due from accounts and fed funds sold with additional funding from the decrease in loan balances and borrowed funds. Securities are typically purchased from time to time as either collateral for various operational purposes or for additional income in times of excess liquidity.

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Total deposits increased $881,000, or .23% in the nine months ended September 30, 2003 to $385,088,000. Savings and interest-bearing deposit accounts and non-interest bearing demand increased $20,586,000 and $4,061,000 respectively while time deposits decreased $23,766,000. Short term and long term borrowings have also been used as a funding source due to their relatively low cost as compared to time deposits. Short term borrowings increased in the first nine months by $8,274,000 to $24,821,000 while long term borrowings increased in the first nine months by $18,000,000 to $42,000,000.

Liquidity management involves the ability to meet cash flow requirements of customers who may be either depositors wanting to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Liquidity is generated from both internal and external sources. Internal sources are those assets that can be converted to cash with little or no risk of loss. These include overnight investments in interest bearing deposits in banks and federal funds sold and investment securities, particularly those of shorter maturity, and are the principal source of asset liquidity. At September 30, 2003, cash, deposits in banks, federal funds sold and securities available for sale totaled $109,200,000. External sources refer to the ability to access new borrowings and capital. They include increasing savings and demand deposits, federal funds purchased, borrowings, and the issuance of capital and debt securities. At September 30, 2003, borrowing lines of credit totaled $48,553,000. These credit facilities are being used regularly as a source of funds. At September 30, 2003, $10,000,000 was borrowed against these lines of credit in the form of long term advances.

Cash flows from operations contributed to liquidity as well as proceeds from maturities of securities, a net decrease in loans outstanding, net proceeds from the sale of other real estate, an increase in short-term and long-term borrowings and sale of common stock. As indicated on the Company's Condensed Consolidated Statement of Cash Flows, net cash from operating activities for the nine months ended September 30, 2003 contributed $6,190,000 to liquidity compared to $2,501,000 for the nine months ended September 30, 2002. Short-term and long-term borrowings provided $26,274,000 for the nine months ended September 30, 2003 compared to $17,765,000 for the nine months ended September 30, 2002. For the nine months ended September 30, 2003 $3,401,000 of the funds provided were used to repurchase common stock of the Company compared to $950,000 for the same period in 2002.

The stock repurchase program authorizes the Company to make scheduled purchases over time in either privately negotiated transactions or through the open market. On December 11, 2002, the Company's board of directors authorized the repurchase of 132,000 shares during the first quarter of 2003. On February 19, 2003 and June 18, 2003 the Company's board of directors authorized 87,580 and 37,420 shares, respectively, be added to the stock repurchase program. Under this program the Board authorized the purchase of a total of 257,000 of the Company's common stock or approximately 6% of the total common shares currently outstanding.  As of September 30, 2003 the Company had repurchased 179,421 shares at a cost of $3,401,000. There are 15,151 shares left for repurchase.

Management believes the Bank's liquidity position at September 30, 2003, was adequate to meet its short term funding requirements.

Consolidated capital of the Company increased $4,019,000 or 9.1% during the first nine months of 2003. The net income for the first nine months and its corresponding increase to retained earnings was the primary component of this increase along with the exercising of stock options, which added $1,429,000. Capital decreases were the result of $3,401,000 in stock being repurchases, quarterly cash dividends paid to shareholders totaling $743,000 and a decrease in the market value of securities available for sale of $297,000 on an after-tax basis.

There are regulatory constraints placed upon capital adequacy, and it is necessary to maintain an appropriate ratio between capital and assets. Regulations require banks and holding companies to maintain a minimum "leverage" ratio (primary capital ratio) of total assets. For the most highly rated holding companies this ratio must be at least 3%, and for others it must be 4 to 5%. At September 30, 2003, the Company's leverage ratio was 11.03%, compared to 11.60% at year-end 2002. In addition, banks and holding companies are required to meet minimum risk-based capital guidelines under which risk percentages are assigned to various categories of assets and off-balance-sheet items to calculate a risk-adjusted capital ratio. Tier I capital generally consists of common stockholders' equity, less goodwill, while total capital includes the allowance for possible credit losses, subject to 1.25% limitation of risk-adjusted assets. The rules require Tier I capital of 4% of risk-adjusted assets and total capital of 8%. At September 30, 2003, the Company's Tier I capital ratio was 11.54%, and total capital was 13.46%. At December 31, 2002 the Company's Tier I capital ratio was 10.23% and the total capital ratio was 11.49%.

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On April 10, 2003, the Company completed an offering of trust preferred securities and received net proceeds of approximately $5,910,000. The proceeds are being used to repurchase stock and for general Company purposes; the proceeds may be used to provide additional capital to Venture Bank. Trust preferred securities consist of the issuance of subordinated debt securities to a wholly owned subsidiary business trust, which then issues preferred stock to investors. The wholly owned subsidiary trust is consolidated in the Consolidated Financial Statements. The interest payments on the debt securities are approximately equal to the dividend payments on the preferred stock of the trust. The Company will be able to recognize a deduction of the interest cost for income tax purposes, while the net proceeds, up to one-third of total capital adjusted for accumulated other comprehensive income, will qualify as Tier 1 capital.

Net income for the nine months ended September 30, 2003 increased 51.56% to $7,031,000, compared to $4,639,000 for the same period in 2002. The increase in net income can be primarily attributed to increased interest income due to the loans acquired with the purchase of Harbor Bank in Gig Harbor in October 2002, increased fees earned on mortgage loans sold and a $1,386,000 gain on sale of assets recorded in July 2003. Net income without the gain on sale of assets would have been $5,645,000 for the nine months ended September 30, 2003 a 22% increase over the same period in 2002.

Interest income for the nine months ended September 30, 2003 increased $2,661,000, or 12.52%, from the same period in the prior year. Increased volume of earning assets provided an additional $9,922,000 of interest income for the first nine months, which was partially offset by a $4,261,000 reduction in interest income due to the reduced earnings rate of these assets. Average earning assets for the first nine months of 2003 were $93,754,000 or 29.15% higher than in the same period of 2002. The average rate earned on assets decreased to 7.70% in the first nine months of 2003 from 8.84% for the same period in 2002, a decrease of 114 basis points.

Total interest expense for the nine months ended September 30, 2003 decreased $137,000, or 2.85%, from the comparable period in the prior year. The decrease in the interest rate paid on deposits and borrowings, which declined 56 basis points, to 1.79% in the first nine months of 2003 from 2.35% in the first nine months of 2002, resulted in a reduction to interest expense of $1,698,000. This amount was offset by a $1,561,000 increase in the volume of these liabilities, which rose from an average of $273,590,000 in 2002 to $348,425,000 in 2003. The increase in volumes is primarily attributed to the purchase of Harbor Bank in October 2002.

Net interest income increased $2,798,000, an increase of 17.01% for the nine months ended September 30, 2003 over the same period for 2002. The increase in the Company's net interest income is primarily the result of increased loan volumes due to the acquisition of Harbor Bank and a reduction in interest rates causing a corresponding reduction in cost of funds. The Company's small loan product also impacted the growth in net interest income for the period. This product's contribution to net interest income decreased slightly to $3,462,000 in the first nine months of 2003 from $3,561,000 during the same period in 2002, a $99,000 or 2.78% decrease. The decrease in the product's contribution to net interest income can be attributed to a modification in the Company's Advance America agreement related specifically to loan originations in Alabama. Effective July 11, 2003 the Company discontinued the origination of small loans in Alabama; Advance America is paying the Company a fee equal to the loan fees that would have been received under its original agreement through October 31, 2003. These fees are recorded as "Other Income", as opposed to loan fee income.

Interest income for the three months ended September 30, 2003 increased $192,000, or 2.62%, from the same period in the prior year. Increased volume of earning assets provided an additional $7,615,000 of interest income for the period while rate differentials reduced income by $7,423,000. Average earning assets for the three months ended September 30, 2003 were $102,305,000 or 31.40% higher than in the same period of 2002. The average rate earned on assets decreased to 6.97% from 8.92% for the same period in 2002, a decrease of 95 basis points. As noted above Alabama small loan fees are recorded as "Other Income", as opposed to loan fee income, thus reducing the Company's loan income and the average rate earned on loans.

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Total interest expense for the three months ended September 30, 2003 decreased $125,000, or 7.66%, from the comparable period in the prior year. The decrease in the interest rate paid on deposits and borrowings, which declined 57 basis points, to 1.69% for the quarter ended September 30, 2003 from 2.26% for the same period in 2002, resulted in a reduction to interest expense of $1,650,000. This amount was offset by a $1,525,000 increase in the volume of these liabilities, which rose from an average of $285,957,000 in 2002 to $353,666,000 in 2003.

Net interest margin, defined as net interest income as a percentage of average earning assets, decreased by 65 basis points to 6.19% from 6.84% in the first nine months of 2003 compared to the same period in 2002 and decreased by 137 basis points to 5.57% from 6.94% for the quarter ended September 30, 2003 compared to the same quarter in 2002.

The yield and cost of funds for earning assets and interest bearing liabilities were as follows as of and for the nine months ended September 30 (dollars in thousands):

An analysis of the change in net interest income is as follows for the nine months ended September 30 (dollars in thousands):

^a    Average loan balance includes nonaccrual loans.  Interest income on nonaccrual loans has been included.
^b    The yield on investment securities is calculated using historical cost basis.
^c    Balances of nonaccrual loans, if any, and related income recognized have been included for computational purposes.

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The yield and cost of funds for earning assets and interest bearing liabilities were as follows as of and for the three months ended September 30 (dollars in thousands):

An analysis of the change in net interest income is as follows for the three months ended September 30 (dollars in thousands):

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The change in interest, due to both rate and volume, has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each.

Non-interest income for the nine months ended September 30, 2003 was $4,486,000, or 78.92% greater than the same period for 2002. Service charges increased $587,000, or 24.42%, over the first nine months of 2002. Fees on mortgage loans sold increased by $1,063,000, or 61.40% over the same period in 2002. Non-interest income for the quarter ended September 30, 2003 was $3,115,000, or 152.70% greater than the same period for 2002. Service charges increased $164,000, or 21.35%, over the same period in 2002. Fees on mortgage loans sold increased by $258,000, or 38.97% over the same period in 2002. The year-to-date and quarter-to-date increase over the same period in 2002 can be attributed to the increased service charges primarily due to the increased relationships generated from the addition of Harbor Bank in the fourth quarter of 2002 and a continued strong performance in fees generated on mortgage loans sold. In July 2003 the Company reflected a $2,100,000 gain on sale of assets not reflected in 2002. Finally, as previously noted the Company, effective July 11, 2003 began recording fees earned on Alabama small loans as "Non-interest income". The amount recorded in the third quarter approximated $581,000.

Non-interest expense for the nine months ended September 30, 2003 increased by $3,564,000 or 25.99% over the same period in 2002. Non-interest expense for the quarter ended September 30, 2003 increased by $983,000 or 21.08% over the same period in 2002. Salaries and employee benefits for the first nine months of 2003 increased by $2,323,000, or 32.78% over the same nine month period in 2002 and increased $747,000 or 30.48% for the quarter ended September 30, 2003 over the quarter ended September 30, 2002. Both increases reflect the additional employees related to the Harbor Bank acquisition as well as increased commission compensation associated with the large increase in mortgage loan originations. The change in occupancy expense which primarily reflects the operation of two additional Harbor Bank branches not in operation for the same period in 2002 increased $684,000, or 37.03% for the first nine months of 2003 and $193,000 or 31.13% for the quarter ended September 30, 2003 over the same period in 2002. For the first nine months other expense increased by $557,000, or 11.65% compared to the prior year. This fluctuation was due to increased asset size and costs associated with developing the Company's branding strategy, reduced by a business and occupation tax refund received in the second quarter of 2003.

The Company is managed along two major lines of business; community banking, its core business, and the small loan division, which began operations in the fourth quarter of 2000. Community banking consists of all lending, deposit and administrative operations conducted through its 20 offices in Washington State. The small loan division provides small, short-term consumer loans to customers in Arkansas and prior to July, in Alabama. Effective July 14, 2003 the Company discontinued originating small loans in Alabama. The Company continues to receive income comparable to the amount the Company would have received if it had continued to originate these loans in the State of Alabama. This income will continue through October 31, 2003.

Prior to 2001, the Company was managed as a whole, not by discrete operating segments. When the Company began offering small loans, its operating results were segregated in the General Ledger system to better manage financial performance. The financial performance of the business lines is measured by the Company's profitability reporting process, which utilizes various management accounting techniques to more accurately reflect each business line's financial results. Revenues and expenses are primarily assigned directly to business lines.

The organizational structure of the Company is not necessarily comparable with other companies. As such, the Company's business line performance may not be directly comparable with similar information from other financial institutions.

Selected comparative financial information for community banking and the small loan division, which are included in the overall financial results, as of and for the nine months ended September 30, are as follows (dollars in thousands):

Three recent legislative and regulatory developments may impact the operations and earnings generated by the small loan division.

The Alabama legislature recently enacted the Deferred Presentment Services Act. The Act creates a regulatory framework within which licensed, non-bank lenders may now make small loans in Alabama. Due to changes in Alabama law, the Bank and Advance America terminated the original Marketing and Servicing Agreement effective July 11, 2003. The terms of the termination agreement include Advance America continuing to remit to the Bank a portion of the fees earned for the period July 11, 2003 through October 31, 2003, the termination date of the original agreement. The fee structure was established to keep the Bank financially whole as if the Bank had continued in the small loan program in Alabama through the original agreement termination date.

The Washington State legislature recently passed amendments to the Check Cashers and Sellers Act, the law that authorizes small loans in Washington. Among other changes, the amendments increase the maximum small loan amount from $500 to $700 (with lower fees allowed on any amounts over $500), allows borrowers to rescind a loan within one business day, and requires lenders to offer payment plans to certain repeat borrowers. While the amendments may cause an increase in certain administrative expenses, we do not anticipate that they will have a material impact on our small loan operations.

The Federal Deposit Insurance Corporation (FDIC) recently issued Guidelines for state chartered, nonmember banks that participate in small loan programs with third party contractors. The Guidelines cover safety and soundness considerations, including loan concentrations, capital adequacy, allowance for loan and lease losses, and loan classification guidelines. Compliance considerations, such as Community Reinvestment Act performance, Truth in Lending, and consumer privacy are also covered. The Guidelines allow examiners wide discretion to review and, where necessary, criticize a bank's loan program based upon these considerations. Where serious deficiencies exist, the FDIC may order a bank to discontinue its small loan program.

The Company is taking steps to forestall any negative effect that may occur from these developments, including the discussions regarding providing small loan programs with Advance America and other small loan providers in other states and the introduction of replacement programs. While the Company believes it will be able to minimize any negative impact on its earnings from these developments, there can be no assurance that its efforts will be wholly successful. Because of the significance of the small loan division to the Company's earnings, unsuccessful or delayed substitution of other states, providers or programs could have a material adverse effect on the Company's earnings.

The Company's results of operation are dependent upon its ability to manage interest rate risk. Management considers interest rate risk to be a risk that could have a material effect on the Company's financial condition and results of operations. The Company does not currently use derivatives to manage market and interest rate risk.

A number of measures are used to monitor and manage interest rate risk, including income simulations and interest sensitivity (gap) analyses. An income simulation model is the primary tool used to assess the direction and magnitude of changes in net interest income resulting from changes in interest rates. Key assumptions in the model include repayment speeds on certain assets, cash flows and maturities of other investment securities, loan and deposit volumes and pricing. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income.

Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes and changes in market conditions and management strategies, among other factors. At September 30, 2003, based on the measures used to monitor and manage interest rate risk, there has not been a material change in the Company's interest rate risk since December 31, 2002. For additional information, refer to the Company's annual report on Form 10-K for the year ended December 31, 2002.

Management of the Company, including the Chief Executive Officer and the Chief Financial Officer, have conducted an evaluation of the Company's disclosure controls and procedures in accordance with Rule 13a-14 under the Securities Exchange Act of 1934 as of a date (the "evaluation date") within 90 days prior to the filing date of this report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, as of the evaluation date, the Company's disclosure controls and procedures were effective in ensuring that all material information relating to the Company required to be filed in this quarterly report has been made known to them in a timely manner.

Since the evaluation date, there have been no changes to the Company's internal controls or in other factors that could significantly affect those controls.

Due to the nature of the banking business, we are in involved in legal proceedings in the ordinary course of business. At this time, we do not believe that there is pending litigation the outcome of which will have a material adverse affect on the financial condition, results of operations, or liquidity of the Company.

(a)    Exhibits

The following exhibits are filed herewith, and this list constitutes the exhibit index:

3.1 Second Amended and Restated Articles of Incorporation

3.2 Bylaws (incorporated by reference to Exhibit 3(b) of the Registrant's Annual Report on Form 10-K for the fiscal year ending December 31, 2001, filed April 1, 2002)

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 Certification of CEO and Chief Financial Officer under Section 906 of Sarbanes-Oxley Act of 2002

(b)    Reports on Form 8-K

Second Quarter 2003 Earnings Release furnished July 28, 2003

Second Quarter 2003 Cash Dividend Declared filed July 22, 2003

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.