1




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

 (Mark One)

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

                       For the quarter ended June 30, 2002

                                       OR

[ ] 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 000-29829

                          PACIFIC FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

              Washington                                  91-1815009
    (State or other jurisdiction of            (IRS Employer Identification No.)
    incorporation or organization)
                             300 East Market Street
                         Aberdeen, Washington 98520-5244
                                 (360) 533-8870
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)
     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   X    No
                                       -------    -------

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



     Title of Class                          Outstanding at June 30, 2002
     --------------                          ----------------------------
 Common Stock, par value $1.00 per share          2,491,629 shares


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                                       1





                                TABLE OF CONTENTS

PART I      FINANCIAL INFORMATION                                              3

ITEM 1.     FINANCIAL STATEMENTS                                               3

            CONDENSED CONSOLIDATED BALANCE SHEETS
            JUNE 30, 2002 AND DECEMBER 31, 2001                                3

            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
            THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001                  4

            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            SIX MONTHS ENDED JUNE 30, 2002 AND 2001                            5

            CONDENSED CONSOLIDATED  STATEMENTS OF SHAREHOLDERS' EQUITY SIX
            MONTH PERIODS ENDED JUNE 30, 2002 AND 2001                         6

            NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS               7

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS                               10

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
            MARKET RISK                                                       13

PART II     OTHER INFORMATION                                                 13

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS               13

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K                                  14

            SIGNATURES                                                        14



                                       2





                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets
(Dollars in thousands)

Pacific Financial Corporation
June 30, 2002 and December 31, 2001


                                                                       June 30,        December 31,
                                                                         2002              2001
                                                                      (Unaudited)
Assets
                                                                                    
         Cash and due from banks                                        $ 10,267          $ 10,231
         Interest bearing balances with banks                              3,147             1,468
         Federal funds sold                                                 ----             3,505
         Investment securities available for sale                         39,995            31,673
         Investment securities held-to-maturity                            4,862             4,945
         Federal Home Loan Bank stock, at cost                             3,927             3,813

         Loans                                                           177,172           176,604
         Allowance for credit losses                                       2,559             2,109
                                                                           -----             -----
         Loans, net                                                      174,613           174,495

         Premises and equipment                                            3,907             4,014
         Foreclosed real estate                                              722             1,040
         Accrued interest receivable                                       1,447             1,405
         Cash surrender value of life insurance                            5,746             5,579
         Other assets                                                      1,140             1,449
                                                                           -----             -----

Total assets                                                            $249,773          $243,617

Liabilities and Shareholders' Equity
         Deposits:
           Non-interest bearing                                         $ 35,507          $ 38,437
           Interest bearing                                              183,094           176,207
                                                                         -------           -------
         Total deposits                                                  218,601           214,644

         Accrued interest payable                                            351               441
         Long-term borrowings                                              4,000               ---
         Other liabilities                                                 1,602             5,018
                                                                           -----             -----
         Total liabilities                                               224,554           220,103

Shareholders' Equity
         Common Stock (par value $1); authorized:                          2,492             2,492
         25,000,000 shares; issued March 31,2002-2,491,629 shares;
         December 31, 2001-2,491,629 shares
         Additional paid-in capital                                        9,524             9,524
         Retained earnings                                                12,744            11,090
         Accumulated other comprehensive income                              459               408
                                                                             ---               ---
         Total shareholders' equity                                       25,219            23,514

                                                                        --------          --------
Total liabilities and shareholders' equity                              $249,773          $243,617



                                       3


Condensed Consolidated Statements of Income
(Dollars in thousands, except per share)
(Unaudited)


                                                         THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                             JUNE 30,                             JUNE 30,
                                                        2002             2001                2002              2001
Interest Income
                                                                                                 
Loans                                                 $3,336           $3,884              $6,630            $8,027
Securities held to maturity - tax exempt                  64               22                 126                45
Securities available for sale:
  Taxable                                                348              488                 708             1,116
  Tax-exempt                                             143              140                 289               276
Deposits with banks
  and federal funds sold                                  39              137                  57               192
                                                       -----         --------              ------          --------
Total interest income                                  3,930            4,671               7,810             9,656

Interest Expense
Deposits                                                 944            1,727               1,882             3,788
Other borrowings                                          37               39                  70               129
                                                      ------           ------               -----           -------
Total interest expense                                   981            1,766               1,952             3,917

Net Interest Income                                    2,949            2,905               5,858             5,739
Provision for credit losses                             ----               98                 954               200
                                                   ---------          -------              ------           -------
Net interest income after provision
   for credit losses                                   2,949            2,807               4,904             5,539
Non-interest Income
Service charges                                          294              205                 528               379
Mortgage loan origination fees                          ----               10                ----                14
Gain on sale of foreclosed real estate                   158                0                 141                 0
Other operating income                                   252              131                 489               267
                                                         ---              ---                 ---               ---
Total non-interest income                                704              346               1,158               660

Non-interest Expense
Salaries and employee benefits                         1,032            1,011               2,022             2,058
Occupancy and equipment                                  250              236                 484               470
Other                                                    591              512               1,186             1,039
                                                      ------           ------               -----             -----
Total non-interest expense                             1,873            1,759               3,692             3,567
Income before income taxes                             1,780            1,394               2,370             2,632
Provision for income taxes                               534              429                 716               790
                                                        ----           ------               -----            ------
Net Income                                            $1,246             $965              $1,654            $1,842

Earnings per common share:
   Basic                                              $  .50             $.39              $  .66            $  .74
   Diluted                                               .50              .38                 .66               .73
Average shares outstanding:
   Basic                                           2,491,629        2,499,013           2,491,629         2,500,509
   Diluted                                         2,508,248        2,521,205           2,512,369         2,523,913


                                       4



Condensed Consolidated Statements of Cash Flows
Six months ended June 30, 2002 and 2001
(Dollars in thousands)
(Unaudited)



                                                                           2002                               2001
OPERATING ACTIVITIES
                                                                                                       
Net income                                                                $1,654                             $1,842
Adjustments to reconcile net income to net cash
     provided by operating activities:
     Provision for credit losses                                             954                                200
     Depreciation and amortization                                           216                                212
     Stock dividends received                                               (114)                              (120)
     Gain on sale of premises and equipment                                 ----                                 (1)
     Gain on sale of foreclosed real estate                                 (158)                              ----
     (Increase) decrease in accrued interest receivable                      (42)                               539
     Decrease in accrued interest payable                                    (90)                              (130)
     Write-down of foreclosed real estate                                    288                               ----
       Other                                                                  15                               (385)
                                                                            ----                             -------

     Net cash provided by operating activities                             2,691                              2,159

INVESTING ACTIVITIES
     Net (increase) decrease in federal funds sold                         3,505                             (9,982)
     Increase in interest bearing
       deposits with banks                                                (1,679)                            (2,824)
     Purchases of securities available for sale                          (11,325)                            (9,256)
      Proceeds from maturities of securities held to maturity                 82                                 71
     Proceeds from maturities of securities available for sale             3,036                             21,169
     Proceeds from sales of securities available for sale                   ----                              6,614
     Net decrease (increase) in loans                                     (1,082)                             6,373
     Proceeds from sales of foreclosed real estate                           222                               ----
     Additions to foreclosed real estate                                     (22)                              ----
     Additions to premises and equipment                                     (92)                              (202)
     Proceeds from sales of premises and equipment                          ----                                 16
                                                                            ----                                 --

     Net cash provided by (used in) investing activities                  (7,355)                            11,981

FINANCING ACTIVITIES
     Net increase (decrease) in deposits                                   3,957                             (1,355)
     Net decrease in short-term borrowings                                  ----                             (8,358)
     Proceeds from issuance of long-term debt                              4,000                               ----
     Repurchase and retirement of common stock                              ----                                (90)
     Payment of dividends                                                 (3,289)                            (3,204)
                                                                          -------                            -------

     Net cash provided by (used in) financing activities                  $4,668                           $(13,007)
     Net increase in cash and due from banks                                  36                              1,133


                                       5




                                                                                                        

CASH AND DUE FROM BANKS
     Beginning of period                                                 $10,231                             $8,619

     End of period                                                       $10,267                             $9,752

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
     Cash payments for:
       Interest                                                           $2,042                             $3,918
       Income Taxes                                                          740                                740

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING ACTIVITIES
     Foreclosed real estate acquired in settlement of loans               $ (639)                          $   (780)
     Financed sale of foreclosed real estate                                 628                               ----
      Change in fair value of securities available
       for sale, net of tax                                                $  51                           $    552



                                       6




Condensed Consolidated Statements of Shareholders' Equity
Six months ended June 30, 2002 and 2001
(Dollars in thousands) (Unaudited)



                                                                                              ACCUMULATED
                                                                                                 OTHER
                                                           ADDITIONAL                        COMPREHENSIVE
                                              COMMON         PAID-IN          RETAINED          INCOME
                                               STOCK         CAPITAL          EARNINGS          (LOSS)           TOTAL

                                                                                                 
Balance December 31, 2000                    $2,503            $9,859          $10,572          $(191)          $22,743
Stock re-purchase                                (4)              (86)                                              (90)
Other comprehensive income:
     Net income                                                                  1,842                            1,842
     Change in fair value of
       securities available for sale, net                                                         552               552
Comprehensive income                                                                                              2,394
                                               ----             -----           ------          -----            ------
Balance June 30, 2001                        $2,499            $9,773          $12,414           $361           $25,047

Balance December 31, 2001                    $2,492            $9,524          $11,090           $408           $23,514
Other comprehensive income:
     Net income                                                                  1,654                            1,654
     Change in fair vale of
        securities available for sale, net                                                         51                51
     Comprehensive income                                                                                         1,705
                                               ----            ------           ------         ------            ------
Balance June 30, 2002                        $2,492            $9,524          $12,744           $459           $25,219



                                       7



NOTES TO FINANCIAL STATEMENTS

1.       Basis of Presentation

The accompanying  unaudited  financial  statements have been prepared by Pacific
Financial Corporation ("Pacific" or the "Company") in accordance with accounting
principles  generally  accepted  in the  United  States of America  for  interim
financial information and with instructions to Form 10-Q.  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 (consisting of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included. Operating results for the six months ended June 30, 2002, are not
necessarily  indicative of the results  anticipated for the year ending December
31,  2002.  The December 31, 2001  condensed  balance  sheet is derived from the
audited consolidated financial statements.

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 periods. Actual results could differ from those estimates.

All dollar amounts in tables, except per share information, are stated in
thousands.

2.       Investment Securities

Investment  securities  consist  principally of short and intermediate term debt
instruments issued by the U.S. Treasury,  other U.S. government agencies,  state
and local government units, and other corporations.


SECURITIES HELD TO MATURITY                             AMORTIZED                UNREALIZED                 FAIR
                                                          COST                      GAINS                   VALUE
                                                                                  (LOSSES)
June 30, 2002

                                                                                                  
State and Municipal Securities                          $  4,862                    $   3                $  4,865


SECURITIES AVAILABLE FOR SALE                           AMORTIZED                UNREALIZED                 FAIR
                                                          COST                      GAINS                   VALUE
                                                                                  (LOSSES)
June 30, 2002

U.S. Government Securities                             $  10,799                    $  129               $ 10,928
State and Municipal Securities                            10,979                       468                 11,447
Corporate Securities                                       7,385                        95                  7,480
Mutual Funds                                              10,132                         8                 10,140
                                                          ------                    ------                 ------
TOTAL                                                    $39,295                    $  700               $ 39,995


                                       8



3.       Allowance for Credit Losses



                                                       THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                            JUNE 30,                             JUNE 30,
                                                     2002              2001                2002             2001
                                                                                                
Balance at beginning of period                       $2,656           $1,805              $2,109            $2,026
Provision for possible credit losses                   ----               98                 954               200
Charge-offs                                            (107)             (30)               (523)             (356)
Recoveries                                               10                2                  19                 5

Net charge-offs                                         (97)             (28)               (504)             (351)
                                                       ----             ----                ----              ----
Balance at end of period                             $2,559           $1,875              $2,559            $1,875


4.       Computation of Basic Earnings per Share:



                                                       THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                            JUNE 30,                             JUNE 30,
                                                     2002              2001                2002             2001
                                                                                            
Net Income                                        $1,246,000         $965,000          $1,654,000       $1,8420,000
Shares Outstanding,
     Beginning of Period                           2,491,629        2,500,505           2,491,629         2,503,130
Shares Repurchased During Period Times
     Average Time Outstanding                           ----           (1,492)               ----            (2,621)

Average Shares Outstanding                         2,491,629        2,499,013           2,491,629         2,500,509

Basic Earnings Per Share                                $.50             $.39                $.66              $.74




5.       Computation of Diluted Earnings Per Share:



                                                       THREE MONTHS ENDED                    SIX MONTHS ENDED
                                                            JUNE 30,                             JUNE 30,
                                                     2002              2001                2002             2001
                                                                                             
Net Income                                        $1,246,000         $965,000          $1,654,000        $1,842,000
Options Outstanding                                  177,046          170,300             177,046           170,300

Proceeds Were Options Exercised                   $3,752,911       $3,410,930          $3,752,911        $3,410,930

Average Share Price During Period                     $23.52           $23.03              $24.01            $23.22

Proceeds Divided By Average Share Price              159,563          148,108             156,306           146,896
Incremental Shares                                    17,483           22,192              20,740            23,404

Average Shares Outstanding                         2,491,629        2,499,013           2,491,629         2,500,509

Incremental Shares
     Plus Outstanding Shares                       2,509,112        2,521,205           2,512,369         2,523,913

Diluted Earnings Per Share                              $.50             $.38                $.66              $.73


                                       9




                ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

A Warning About Forward-Looking Information

     This document contains forward-looking statements that are subject to risks
and uncertainties.  These statements are based on the beliefs and assumptions of
our management,  and on information currently available to them. Forward-looking
statements  include the  information  concerning our possible  future results of
operations  set forth under  "Management's  Discussion and Analysis of Financial
Condition and Results of Operations" and statements  preceded by, followed by or
that include the words "believes," "expects," "anticipates," "intends," "plans,"
"estimates" or similar expressions.

     Any  forward-looking  statements  in this  document  are  subject  to risks
relating to, among other things, the following:

     1. competitive pressures among depository and other financial  institutions
may impede our ability to attract and retain customers;

     2. changes in the interest rate environment may reduce margins;

     3. general  economic or business  conditions,  either  nationally or in the
state or regions in which we do business,  may be less  favorable than expected,
resulting in, among other things, a deterioration  in credit quality,  including
as a result of lower prices in the real estate  market,  or a reduced demand for
credit;

     4. legislative or regulatory changes may adversely affect the businesses in
which we are engaged; and

     5. the securities markets may continue to experience a downturn.

     Our management  believes the  forward-looking  statements  are  reasonable;
however, you should not place undue reliance on them. Forward-looking statements
are not  guarantees  of  performance.  They  involve  risks,  uncertainties  and
assumptions.  Many of the factors  that will  determine  our future  results and
share value are beyond our ability to control or predict.


NET INCOME.  For the six months  ended June 30, 2002,  Pacific's  net income was
$1,654,000  compared  to  $1,842,000  for the  same  period  in  2001.  The most
significant  factor  contributing to the decrease was a significant  increase in
the provision for credit losses.  Net income for the three months ended June 30,
2002 was $1,246,000,  which compared to $965,000 during the same period in 2001.
The increase was attributable to increased net interest income,  lower loan loss
provision and increased non-interest income.

                                       10




NET INTEREST  INCOME.  Net  interest  income for the three months ended June 30,
2002  increased  $44,000,  or 1.6%  compared  to the same  period  in 2001.  Net
interest  income for the six months ended June 30, 2002 increased  $119,000 over
the comparable period in 2001.

Interest income for the three months ended June 30, 2002, decreased $741,000, or
15.9%,  compared to the comparable  period in 2001, and for the first six months
of 2002  decreased  $1,846,000 or 19.1% from the same period in 2001.  The lower
interest rates earned on loans and securities during the six month period ending
June 30, 2002 was the primary  reason for the  decline in  interest  income.  In
addition,  federal funds sold  decreased  during the three and six month periods
ended June 30, 2002 resulting in decreases of $98,000 and $135,000 respectively,
in interest  income  compared to the same periods in 2001.  Average  total loans
outstanding  for the six months  ended June 30, 2002,  and June 30,  2001,  were
$180,799,000, and $173,607,000, respectively, or an increase of 4.1%.

Interest expense for the three months ended June 30, 2002 decreased $785,000, or
44.5%,  compared to the same period in 2001,  and decreased  $1,965,000 or 50.2%
for the six  months  ended  June 30,  2001 over the  comparable  period in 2001.
Average interest-bearing deposit balances for the six months ended June 30, 2002
and June 30, 2001 were $180,007,000 and $184,614,000,  respectively, while short
term  borrowings  and federal funds  purchased for the periods were $218,000 and
$4,821,000, respectively, a decrease of 95.5% over the 2001 period. Average long
term borrowings for the periods were $3,666,000 and none, respectively.

PROVISION  AND  ALLOWANCE  FOR CREDIT  LOSSES.  The  allowance for credit losses
reflects  management's  current estimate of the amount required to absorb losses
on existing loans and commitments to extend credit.  Loans deemed  uncollectible
are charged  against and reduce the  allowance.  Periodically,  a provision  for
credit losses is charged to current  expense.  This  provision acts to replenish
the  allowance  for credit  losses and to maintain the allowance at a level that
management  deems  adequate.  There is no precise method of predicting  specific
loan  losses or amounts  that  ultimately  may be charged off on segments of the
loan portfolio. The determination that a loan may become uncollectible, in whole
or in part,  is a matter of judgment.  Similarly,  the adequacy of the allowance
for credit  losses can be  determined  only on a  judgmental  basis,  after full
review,  including (a)  consideration  of economic  conditions and the effect on
particular  industries  and  specific  borrowers;  (b) a  review  of  borrowers'
financial  data,  together with industry data, the  competitive  situation,  the
borrowers'   management   capabilities  and  other  factors;  (c)  a  continuing
evaluation of the loan portfolio,  including  monitoring by lending officers and
staff credit  personnel of all loans which are  identified as being of less than
acceptable quality; (d) an in-depth appraisal,  on a monthly basis, of all loans
judged  to  present a  possibility  of loss  (if,  as a result  of such  monthly
appraisals,  the loan is judged to be not fully collectible,  the carrying value
of the loan is  reduced  to that  portion  considered  collectible);  and (e) an
evaluation of the underlying  collateral for secured lending,  including the use
of independent  appraisals of real estate  properties  securing  loans. A formal
analysis of the adequacy of the  allowance is conducted  monthly and is reviewed
by the Board of  Directors.  Based on this  analysis,  management  considers the
allowance for credit losses to be adequate.  Periodic provisions for loan losses
are made to maintain the allowance for credit  losses at an  appropriate  level.
The provisions are based on an analysis of various factors including  historical
loss  experience  based on  volumes  and types of loans,  volumes  and trends in
delinquencies  and non-accrual  loans,  trends in portfolio  volume,  results of
internal and  independent  external credit  reviews,  and  anticipated  economic
conditions.

                                       11


During the three  months  ended June 30,  2002,  no  provision  was provided for
possible credit losses, compared to $98,000 provided in the same period in 2001.
For the six months ended June 30, 2002 $954,000 was provided for possible credit
losses  compared  to  $200,000  for the  comparable  period in 2001.  The higher
provision in 2002 results from  increased net  charge-offs  experienced in 2002.
For the six months ended June 30, 2002, net charge-offs were $504,000,  compared
to net  charge-offs of $351,000  during the same period in 2001. The charge-offs
for the period  ending June 30, 2002 are primarily  related to  commercial  loan
write downs of $203,419 and an additional write down of a commercial real estate
property which the Company foreclosed on.

At June 30, 2002,  the allowance for credit losses stood at $2,559,000  compared
to $2,109,000 at December 31, 2001,  and  $1,875,000 at June 30, 2001. The ratio
of the  allowance  to total  loans  outstanding  was  1.44%,  1.19%  and  1.10%,
respectively, at June 30, 2002, December 31, 2001, and June 30, 2001. Management
considers  the  allowance  for  possible  credit  losses to be adequate  for the
periods indicated.

NON-PERFORMING  ASSETS AND FORECLOSED REAL ESTATE OWNED.  Non-performing  assets
totaled  $1,535,000  at June 30,  2002.  This  represents  .97% of total  loans,
compared to $2,373,000 or 1.34% at December 31, 2001, and $2,799,000 or 1.59% at
June 30, 2001. The primary reason for the decrease  during the period ended June
30, 2002,  was the sale of foreclosed  real estate and loans which reverted from
non-accrual  to  accrual  status.  Non-accrual  loans at June 30,  2002  totaled
$812,000  of which  $674,000  are  secured  by real  estate.  Based  on  current
analysis,  management  believes losses associated with non-accrual loans will be
minimal.



ANALYSIS OF NON-PERFORMING ASSETS
                                                         JUNE 30                 DECEMBER 31               JUNE 30
(in thousands)                                            2002                      2001                  2001

                                                                                                     
Accruing loans past due 90 days or more                     $1                       $79                       $246

Non-accrual loans                                          812                     1,254                      1,773

Foreclosed real estate                                     722                     1,040                        780
                                                           ---                     -----                        ---

TOTAL                                                   $1,535                    $2,373                     $2,799


NON-INTEREST  INCOME  AND  EXPENSES.  Non-interest  income for the three and six
month periods ended June 30, 2002 increased $358,000 and $498,000, respectively,
compared  to the same  periods in 2001.  Service  charges  on  deposit  accounts
increased  $89,000 and $149,000 compared to the same three and six month periods
in  2001,  due  primarily  to the  new  customer  overdraft  protection  program
implemented  mid 2001.  Mortgage loan  origination  fees  decreased  $10,000 and
$14,000  compared to the same periods in 2001.  Gain on sale of foreclosed  real
estate was $158,000 and $141,000 for the three and six month  periods ended June
30,  2002,  compared to none for the same periods in 2001 due to the sale of two
foreclosed properties. Other operating income for the three and six months ended
June 30, 2002  increased  $121,000 and $222,000,  respectively,  compared to the
same  period in 2001,



                                       12

primarily  due to income from  operations  on real estate  owned and earnings on
bank owned life insurance.

Non-interest  expense for the three and six months ended June 30, 2002 increased
$114,000 and $125,000,  respectively,  compared to the same period in 2001.  For
the  three-month  period  in 2002,  salaries  and  benefits  increased  $21,000,
occupancy  expense  increased  $14,000,  and other expenses  increased  $79,000,
compared to the same period in 2001.  The  increase in salaries and benefits was
primarily due to increased staffing levels. Increased maintenance costs were the
reason for the increase in occupancy  expense.  Costs of $71,000  related to the
operations on real estate owned, were the primary cause of the increase in other
expense. For the six months ended June 30, 2002, salaries and benefits decreased
$36,000, occupancy expense increased $14,000 due to maintenance costs, and other
expenses  increased  $147,000  related  primarily to  operations  on real estate
owned.

INCOME TAXES. The federal income tax provision for the six months ended June 30,
2002 was $716,000, a decrease of $74,000 compared to the same period in 2001.

FINANCIAL CONDITION. Total assets were $249,773,000 at June 30, 2002, an
increase of $6,156,000, or 2.5%, over year-end 2001. Loans were $177,172,000 at
June 30, 2002, an increase of $5,689,000, or .3%, over year-end 2001. Total
deposits were $218,601,000 at June 30, 2002, an increase of $3,957,000, or 1.8%,
compared to December 31, 2001.

LOANS. Loan detail by category as of June 30, 2002 and December 31, 2001 were as
follows:

                                   June 30,                         December 31,
                                     2002                               2001

Commercial and industrial            $57,908                            $62,595
Agricultural                           8,699                              9,832
Real estate mortgage                  97,138                             91,714
Real estate construction               7,234                              6,554
Installment                            5,201                              4,941
Credit cards and other                   992                                968
                                         ---                                ---
Total Loans                          177,172                            176,604
Allowance for credit losses           (2,559)                            (2,109)
                                       ------                            -------
Net Loans                           $174,613                           $174,495

LIQUIDITY.  Adequate  liquidity  is  available to  accommodate  fluctuations  in
deposit levels, fund operations,  and provide for customer credit needs and meet
obligations  and  commitments  on a timely  basis.  The  Company has no brokered
deposits.  It generally has been a net seller of federal funds.  When necessary,
liquidity can be increased by taking  advances  available  from the Federal Home
Loan Bank of Seattle.

SHAREHOLDERS'  EQUITY.  Total  shareholders'  equity was $25,219,000 at June 30,
2002, an increase of  $1,705,000,  or 7.3%,  compared to December 31, 2001.  The
increase  was due to net income and an increase in the fair value of  securities
available  for sale.  Book value per share  increased to $10.12 at June 30, 2002
compared to $9.44 at December 31,  2001.  Book value is  calculated  by dividing
total equity capital by total shares outstanding.

                                       13




       ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate,  credit,  and operations  risks are the most  significant  market
risks which affect the Company's performance. The Company relies on loan review,
prudent  loan  underwriting  standards  and an adequate  allowance  for possible
credit losses to mitigate credit risk.

An asset/liability  management simulation model is used to measure interest rate
risk. The model produces regulatory oriented  measurements of interest rate risk
exposure.  The model quantifies interest rate risk through simulating forecasted
net interest  income over a 12 month time period  under  various  interest  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 assets  less  current  liabilities.  By
measuring  the  change  in the  present  value  of  equity  under  various  rate
scenarios,  management  is able to identify  interest  rate risk that may not be
evident in changes in forecasted net interest income.

The Company is currently asset  sensitive,  meaning that interest earning assets
mature or re-price  more quickly than  interest-bearing  liabilities  in a given
period.  Therefore,  a  significant  increase in market rates of interest  could
improve net interest  income.  Conversely,  a decreasing  rate  environment  may
adversely affect net interest income.

It should be noted that the  simulation  model does not take into account future
management  actions that could be  undertaken  should actual market rates change
during the year. An important point should be kept in mind; the model simulation
results are not exact measures of the Company's  actual interest rate risk. They
are rather only indicators of rate risk exposure,  based on assumptions produced
in a simplified modeling environment designed to heighten sensitivity to changes
in  interest  rates.  The rate risk  exposure  results of the  simulation  model
typically  are greater than the Company's  actual rate risk.  That is due to the
conservative  modeling   environment,   which  generally  depicts  a  worst-case
situation.  Management has assessed the results of the simulation  reports as of
June 30,  2002,  and  believes  that  there has been no  material  change  since
December 31, 2001.

                           PART II - OTHER INFORMATION
           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

           NONE

                    ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)    Exhibits:
       No exhibits are filed with this report.

(b)    Reports on Form 8-K:
       No reports on Form 8-K were filed during the quarter ended June 30, 2002.

                                       14





                                   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.

                                           PACIFIC FINANCIAL CORPORATION


DATED:  August 9, 2002                     By: /s/ Dennis A. Long
                                               -------------------------
                                               Dennis A. Long
                                               President


                                           By: /s/ John Van Dijk
                                              --------------------------
                                              John Van Dijk, Secretary/Treasurer
                                              (Principal Financial and
                                              Accounting Officer)










The undersigned certify,  pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to
ss. 906 of the Sarbanes-Oxley  Act of 2002, that the preceding  Quarterly Report
on Form 10-Q fully complies with the  requirements  of Section 13(a) or 15(d) of
the  Securities  Exchange Act of 1934,  and the  information  contained  therein
fairly presents,  in all material respects,  the financial condition and results
of operations of Pacific Financial Corporation.


/s/ Dennis A. Long                                   /s/ John Van Dijk
- ------------------------                             ---------------------------
Dennis A. Long                                       John Van Dijk
President                                            Treasurer
Chief Executive Officer                              August 13, 2002
August 13, 2002