SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))

[X] Definitive Proxy announcement

[ ] Definitive Additional Materials

[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or

OREGON PACIFIC BANCORP
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[X] No fee required

[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11

CALCULATION OF FILING FEE
- -------------------------- ---------------------- ------------------------ ------------------- ------------

Per unit price or
other underlying value
Title of each class of Aggregate number of of transaction Proposed maximum
securities to which securities to which computed pursuant to aggregate value Total Fee
transaction applies: transaction applies: Exchange Act Rule 0-11: of transaction: Paid
- -------------------------- ---------------------- ------------------------ ------------------- ------------

- -------------------------- ---------------------- ------------------------ ------------------- ------------

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:________________________ Filing Party: __________________
Form, Schedule or
Registration Statement No.:____________________ Date Filed:_____________________

OREGON PACIFIC BANCORP

PROXY STATEMENT FOR 2004 ANNUAL MEETING OF SHAREHOLDERS

Date of Proxy Statement: March 26, 2004

General

This Proxy Statement is furnished by the Board of Directors of Oregon
Pacific Bancorp (the "Company"), an Oregon Corporation and financial bank
holding company, in connection with the solicitation of proxies by the Company
Board of Directors for use at the Company's 2004 Annual Meeting of Shareholders
(the "2004 Annual Meeting"), to be held at 7:00 p.m. Pacific Time on April 29,
2004 at the Oregon Pacific Banking Co.'s (the "Bank") principal executive
offices, 1355 Highway 101, Florence, Oregon 97439. This Proxy Statement and the
enclosed proxy card are first being mailed to Company shareholders on or about
March 26, 2004. The Company's 2003 Annual Report to Shareholders is being mailed
to Company shareholders with this Proxy Statement.

Purposes of Annual Meeting

1. Election of Directors. The election of three (3) directors of the
Company to serve for three-year terms beginning on April 29, 2004.

2. Other Matters. Any other matters as may properly be raised at the
2004 Annual Meeting. The management of the Company does not intend to present
any matters at the Annual Meeting other than that outlined above. As of the date
of this Proxy Statement, management has no knowledge of any matters which may be
presented by its shareholders at the Annual Meeting.

Record Date and Outstanding Shares

The only class of issued and outstanding stock of the Company is its common
stock, no par value (the "Common Stock"). Only holders of record of the Common
Stock at the close of business on March 5, 2004 will be entitled to vote at the
2004 Annual Meeting. On that date, the Company had 2,178,038 shares of Common
Stock outstanding held by approximately 660 shareholders.

Quorum and Voting

Each holder of Common Stock is entitled to one vote per share on each
matter submitted to a vote at the 2004 Annual Meeting. Under Oregon law, action
may be taken on a matter submitted to shareholders only if a quorum exists with
respect to that matter. A majority of the outstanding shares of Common Stock
entitled to vote at the 2004 Annual Meeting, present in person or represented by
proxy, will constitute a quorum for the 2004 Annual Meeting.

Holders of shares of Common Stock are not entitled to cumulative voting
rights in the election of directors. A nominee for election to the Board of
Directors will be elected by a plurality of the votes cast by the shares
entitled to vote at the 2004 Annual Meeting. In the election of directors, any
action other than a vote for a nominee will have the practical effect of voting
against the nominee. Abstentions and other non-votes (including broker
non-votes) are counted in determining whether a quorum exists at the 2004 Annual
Meeting, but are not counted in determining whether a proposal is approved or in
determining whether a plurality exists with respect to a given nominee. Proxies
and ballots will be received and tabulated by an employee of the Bank on behalf
of the Company's transfer agent, Registrar and Trust Services.

Revocability of Proxies

A proxy delivered pursuant to this solicitation is revocable at the option
of the person giving the proxy, at any time before it is exercised, by
delivering to the Secretary of the Company a written notice of revocation or a
duly executed proxy card bearing a later date, or by attending the 2004 Annual
Meeting and electing to vote in person. Attendance at the 2004 Annual Meeting,
in and of itself, will not constitute revocation of a proxy. If no directions
are specified, the shares will be voted (i) "FOR" the election of the directors
to a three-year term recommended by the Board of Directors, and (ii) in
accordance with the discretion of the named proxies, on other matters properly
brought before the 2004 Annual Meeting.

Solicitation of Proxies

The accompanying proxy is solicited by and on behalf of the Board of
Directors, and the entire cost of preparing, printing and mailing this Proxy
Statement and the proxy solicited hereby will be borne by the Company. In
addition to use of the mails, proxies may be solicited by directors, officers
and other employees of the Bank, without additional remuneration, in person or
by telephone or facsimile transmission. The Company will also ask brokerage
firms, bank nominees, custodians and fiduciaries to forward proxy materials to
beneficial owners of the Common Stock as of the record date and will reimburse
them for the cost of forwarding the proxy materials in accordance with customary
practice. Your cooperation in promptly completing, signing, dating and returning
the enclosed proxy card will help avoid additional expense.

PROPOSAL ONE: ELECTION OF DIRECTORS

Election of Directors and Information about Nominees

The Company's Articles of Incorporation authorize a Board of no less than
seven (7) and no more than fifteen (15) directors. The Board of Directors is
divided into three classes identified as Class A, Class B, and Class C. The
three current directors of the Bank in Class 2 whose terms expire in 2004 have
been nominated for re-election. These nominees (the "Nominees") for election are
Thomas K. Grove, Robert R. King, and Jon Thompson. Each Nominee, if elected,
will serve as director of the Company until the third succeeding annual meeting
following his or her election or until his or her successor is qualified and
elected, subject to earlier termination by death, disability, resignation or
removal.

Thomas K. Grove, age 58, has served as President, Chief Executive Officer
and Secretary, of the Bank since June 1984 and became President and Chief
Executive Officer of the Company in January 2003. Before joining the Bank, Mr.
Grove held a number of positions with Wyoming National Bank in Casper, Wyoming.
Mr. Grove also serves as a director of Peace Harbor Hospital, Friends of
Florence, Siuslaw School District No. 97J and Western Lane Community Development
Corporation; as an officer of Oregon Dunes Restoration Council; and serves on
the advisory board at Lane Community College, all nonprofit organizations
located in the Florence, Oregon area.

Robert R. King, age 60, has served as a director of the Bank since its
inception in 1979 and became a director of the Company in 2003. Mr. King has
been the President and a principle shareholder of R&R King Logging, Inc., a
logging company in Florence, Oregon, since 1967. He is also part owner of King
Land & Cattle, LLC, a cattle ranch in the Florence area.

Jon Thompson, age 42, was appointed to fill a vacancy as a result of the
retirement of a former board member. Mr. Thompson is the president, general
manager, and owner of KCST Radio in Florence that he launched in 1988. Mr.
Thompson is a member of the board of Florence Food Share and is past president
and board member of the Florence Area Chamber of Commerce. He also has served as
chairman of the Rhododendron and Chowder, Blues and Brews festivals in Florence
and the city's Casino Task Force.

The Board of Directors recommends a vote FOR the election of all Nominees.

The election of the Nominees requires the affirmative vote of the holders
of a simple majority (50%) of the Company's issued and outstanding common stock
entitled to vote on the matter. Shares eligible to be voted, for which a
properly dated and executed proxy is received by the Secretary of the Company
before the 2004 Annual Meeting, will be voted in accordance with any choice
specified. Where no choice is specified, eligible shares will be voted for each
Nominee. If any nominee is not available for election, the proxies will be voted
by the named proxy holders for such substitute Nominee as the Board of Directors
may designate. Management has no reason to believe any Nominee will be
unavailable to serve.

Information About the Directors Continuing in Office

A.J. Brauer, M.D., age 74, has been a director of the Bank since its
formation in December 1979. He served as Chairman of the Board of Directors from
1979 until 1990 and again from 1993 to the present. Dr. Brauer operated a
medical practice as a physician and surgeon in Florence, Oregon for 31 years
until 1989, and then served as a medical missionary in Kenya from 1990 until his
retirement in 1993. Dr. Brauer also serves as a director of Peace Harbor
Hospital in Florence. His term expires on the date of the 2006 annual meeting of
shareholders. His term expires on the date of the 2006 annual meeting of
shareholders.

Lydia G. Brackney, age 65, has served as a director of the Company since
October 1997. Ms. Brackney served as Secretary of and a teacher with Siuslaw
School District in Florence, Oregon for nine years until her retirement in 1995.
Her term expires on the date of the 2006 annual meeting of shareholders.

Marteen L. Wick, age 53, has served as a director of the Bank since October
1997. Ms. Wick has been the owner of Kitchen Klutter, a retail kitchenware store
in Florence, Oregon since 1995 and previously served as manager of that store
from 1988 to 1994. Her term expires on the date of the 2005 annual meeting of
shareholders.

Richard L. Yecny, age 49, has served as a director of the Bank since April
1994. Mr. Yecny, a Certified Public Accountant, is Chief Financial Officer of
Peace Health Siuslaw Region since January 2001. From 1982 through 2000, he was a
principal shareholder of Davis, Yecny & McCulloch, P.C., a certified public
accounting firm formerly with offices in Florence and Reedsport, Oregon. Mr.
Yecny is also a Chamber of Commerce board member, regional board member of the
Oregon Community Foundation, and treasurer of Friends of Florence, all nonprofit
organizations located in Florence. His term expires on the date of the 2006
annual meeting of shareholders.

All of the Bank directors were elected directors of the Company at its
inception on January 1, 2003.

Information About Former Directors

Gary Hoberg, who had served as a director since the Bank's inception in
1979, and Forrest Grigsby, who had served as a director since 1992, both retired
effective as of the January 20, 2004 monthly board meeting.

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the ownership of the Company's Common Stock,
which is the Company's only class of stock issued and outstanding, beneficially
owned as of January 31, 2004 by the Board of Directors of the Company and
executive officers of the Bank. The table includes the percentage of total
Company shares owned by each based on total issued and outstanding shares, as of
January 31, 2004, of 2,173,592. Except as disclosed below or elsewhere in this
Proxy Statement no person known to the Company beneficially owns more than 5% of
its Common Stock. The mailing address of each person listed below is the
Company's principal executive offices, 1355 Highway 101, Florence, Oregon 97439.

Common Stock
Percent of
Number of Outstanding
Shares Shares
Directors
Lydia G. Brackney (1) 3,353 0.2%
A.J. Brauer, M.D. (2) 109,686 5.0%
Forrest G. Grigsby (3) 38,693 1.8%
Thomas K. Grove (4) 105,460 4.9%
R. Gary Hoberg (5) 41,321 1.9%
Robert R. King (6) 125,486 5.8%
Marteen L. Wick (7) 2,909 0.1%
Richard L. Yecny (8) 3,448 0.2%
------- -------

All Directors (8 persons): 430,356 19.8%
Executive Officers
- ------------------
Joanne A. Forsberg 1,980 0.1%
James C. Griggs 4,000 0.2%
Samuel R. Jones 1,500 0.1%
Don Mabry 100 **
Patricia Riley 500 **
K. C. Short 200 **
------- -------

All Directors and Executive
Officers as a Group (19 persons) 438,636 20.2%
======= =======

**Less than .05%
- ------------

Note 1: Only officers who owned stock as of January 31, 2004 are listed.

Note 2: "Beneficial Ownership" is defined pursuant to Rule 13d-3 of the
Exchange Act, and generally means any person who directly or indirectly has or
shares voting or investment power with respect to a security. Share ownership
totals include shares held individually, shares owned jointly with other persons
including spouses, shares held in trust for the owner or for the owner's minor
children or grandchildren, shares owned by certain other family members and
their spouses, and shares owned or controlled directly or indirectly by any of
the above through partnerships or corporations, all as more particularly
described below. A person shall be deemed to be the beneficial owner of a
security if that person has the right to acquire beneficial ownership of the
security within 60 days, including, but not limited to, any right to acquire the
security through the exercise of any option or warrant or through the conversion
of a security. Any securities not outstanding that are subject to such options
or warrants shall be deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by that person, but
shall not be deemed to be outstanding for the purpose of computing the
percentage of the class owned by any other person.

(1) All shares are owned individually.

(2) All shares are owned jointly with Dr. Brauer's wife, Catherine Brauer.

(3) Includes 31,662 shares held jointly with Mr. Grigsby's wife, Lynne
Grigsby, pursuant to the Siuslaw Valley Electric, Inc. Employee Pension Trust.
Also includes 1,074 shares held solely in an Individual Retirement Account
(IRA). Also includes 1,057 shares held by Lynne Grigsby in an IRA account and
4,900 shares held by Mr. Grigsby's son, Stanton Grigsby, as to which Mr. Grigsby
disclaims beneficial ownership.

(4) Includes 66,947 shares jointly owned with Mr. Grove's spouse, Sharon
Grove and 15,811 shares held solely by Mr. Grove's IRA. It also includes 11,002
shares beneficially owned solely by Mr. Grove's spouse, of which Mr. Grove
disclaims beneficial ownership. Also includes 11,700 shares as to which Mr.
Grove shares voting power with the other members of the Bank's Trust Officers
Investment Committee, which administers a charitable trust on behalf of a
deceased customer of the Bank.

(5) Includes 39,960 shares held jointly with Mr. Hoberg's wife, Wanda
Hoberg. This also includes 1,361 shares beneficially owned solely by Mr.
Hoberg's spouse, of which Mr. Hoberg disclaims beneficial ownership.

(6) Includes 84,919 shares held jointly with Mr. King's wife, Kay King.
Also includes 39,888 shares beneficially owned by Mr. King's mother, Dorothemae
King, 19,944 of those shares as trustee of the Robert K. King Family Trust and
19,944 of those shares as trustee of the Dorothemae King Survivor's Trust. Mr.
King has the right to vote those shares, on all matters submitted to a
shareholder vote, as Trustee under a Voting Trust Agreement that expires on July
14, 2004, and may be deemed to beneficially own those shares. Also includes 679
shares of the R. Justin King Trust, of which Mr. King disclaims beneficial
ownership.

(7) All shares owned jointly with Ms. Wick's husband, John Wick.

(8) Includes 920 shares held in an Individual Retirement Account and 2,528
shares held jointly with Mr. Yecny's spouse, Jane Yecny.

MANAGEMENT AND COMPENSATION INFORMATION

Compensation of Directors

During 2003, Bank directors received $400 per month each as compensation
for serving as a director. Directors are also eligible for a discretionary
annual performance bonus. No bonuses were awarded to any director in fiscal
2003.

Board Committees and Meetings of Oregon Pacific Bancorp

The Board of Directors of the Company held 13 meetings during fiscal 2003.
Each director serving on the Bank Board of Directors during 2003 was present for
more than 85% of the aggregate number of all meetings of the Board of Directors
held during the year the director was in office.

Board Committees and Meetings of the Bank

The Board of Directors of the Bank held 14 meetings during fiscal 2003.
Each director serving on the Bank Board of Directors during 2003 was present for
more than 79% of the aggregate number of all meetings of the Board of Directors
held during the year the director was in office.

The Bank Board of Directors has a Trust Committee. The purpose of the
Directors' Trust Committee is to review any reportable transactions, pending
litigation, compliance issues, and conflicts of interest for the Trust
Department. All members of the Bank Board are members of the Trust Committee.
The Directors' Trust Committee held 4 meetings in fiscal 2003. Each member
attended at least 75% of the meetings.

The Bank Board of Directors has an Audit Committee that oversees actions
taken by the Bank's examiners and independent auditors, which it has authority
to hire. The members of the Committee in fiscal 2003 were Messrs. Yecny, King,
and Ms. Wick. The Audit Committee held nine meetings in fiscal 2003 and each
member attended at least 89% of all meetings. The Company has determined that
one member of the audit committee, Mr. Yecny, qualifies as a "financial expert"
as defined in Section 401(h) of Regulation S-K promulgated by the Securities and
Exchange Commission.

The Bank Board of Directors also has a Compensation Committee. The
Committee reviews the compensation of the Bank's executive officers and sets
compensation policies and guidelines. The members of the Committee in fiscal
2003 were Messrs. Brauer, Grigsby, Grove, Yecny, and Ms. Brackney. Two meetings
were held during 2003, and each member attended 100% of the meetings.

Executive Officers and Significant Employees

The following information identifies the Bank's executive officers. All
executive officers serve at the discretion of the Board of Directors. The Bank
has no written employment agreements with any of its executive officers.

YEARS OF
BANKING
NAME AGE POSITION EXPERIENCE
- ---- --- -------- ----------

Thomas K. Grove 58 President, Chief Executive Officer 33
and Secretary
Joanne A. Forsberg 52 Chief Financial Officer 5
Christopher M. Giovinco 54 Senior Vice President and 31
Credit Administrator
James C. Griggs 65 Senior Vice President, Sales Manager of 33
Commercial and Consumer Loans
Deena Gisholt 43 Vice President, Manager-Coos Bay 25

Mark Hetrick 47 Senior Vice President and Chief Lending 14
Officer
Mary Hipkiss 54 Vice President, 5
Director, Human Resources
Samuel R. Jones 57 Director, Financial Services 9
Don Mabry 56 Executive Vice President, Chief Operations 22
Officer
Patricia Riley 59 Senior Vice President, Trust and Asset 18
Management Services
Gary Parker 56 Senior Vice President, Regional Manager 34
Commercial Loans
K.C. Short 55 Vice President, Senior Commercial Lender 32

Mr. Grove's biographical information is set forth under "Information About
the Directors Continuing in Office" above.

Joanne A. Forsberg, a Certified Public Accountant, has been Controller or
Chief Financial Officer of the Bank since May 1999 and became Corporate
Secretary and Chief Financial Officer of the Company in January 2003. Ms.
Forsberg is a 2003 graduate of the Graduate School of Bank Investments and
Financial Management; Moore Business School, University of South Carolina. Prior
to joining the Bank she had fourteen years of experience as an accountant in the
public and private sectors.

Deena Gisholt joined the Bank as Vice President and Manager of Coos Bay in
September 2003. Ms. Gisholt previously worked for 23 years at Security Bank
later acquired by Umpqua Bank in many aspects of banking, most recently as Vice
President, Commercial Loan Officer.

Christopher M. Giovinco has served as Senior Vice President and Credit
Administrator for the Bank since March 2000. Mr. Giovinco was employed by
Washington Mutual from 1990 to 2000, serving most recently as Credit Examiner
for all Washington Mutual commercial branches.

James C. Griggs has served as Senior Vice President and Sales Manager Real
Estate Construction Loans since March 2003. From September 1997 to March 2003,
Mr. Griggs served as Senior Vice President and Sales Manager of Commercial and
Consumer Loans, and from June 1992 to September 1997, he served as Vice
President and Loan Officer of the Bank.

Mark Hetrick joined the Bank in June 2003 as Senior Vice President and
Chief Lending Officer. Prior to that Mr. Hetrick served as Vice President,
Commercial Lending Group at Umpqua Bank in Eugene from November 1999 until June
2003. From October 1992 to November 1999 he was the Corporate Credit Manager of
Timber Products Company in Springfield, Oregon.

Mary Hipkiss has served as Director of Human Resources for the Bank since
October 2001. From March 1999 Ms. Hipkiss served as assistant or coordinator of
the Bank's Human Resources department. From October 1998 through February 1999
she was a financial advisor with Waddell & Reed, and from March 1993 through
November 1999 she was owner of M & M Seaplane Operations, Inc.

Samuel R. Jones served as Director of Oregon Pacific Financial Services
from November 1999 through January 2004 when he resigned to pursue other
opportunities.

Don Mabry has served as Executive Vice President and Chief Operations
Officer since January 2002. He worked for Umpqua Bank from January 2001 to
January 2002 as Vice President and Manager, Credit Review. From August 1998
through January 2001, Mr. Mabry was the Compliance Officer of Valley of the
Rogue Bank. He was a staff accountant at Moss Adams, LLP from 1993 through 1998.

Patricia Riley, Senior Vice President of Trust and Asset Management
Services, has served the Bank since May 2000. Ms. Riley was admitted to the
Oregon State Bar in April 1985. She worked for Bank of America in Portland,
Oregon from 1985 to 1995 as Vice President/Senior Trust Officer. From 1995 to
2000, Ms. Riley was employed as Vice President/Senior Trust Officer by Union
Bank of California in Portland, Oregon.

Gary Parker has served as Senior Vice President and Regional Manager of
Commercial Loans for the Roseburg Bank since November 2003. From May 2000 until
November 2003, Mr. Parker was a Vice President and Branch Manager/Commercial
Lender for Premier West Bank, and from February 1998 through May 2000 served as
Vice President and Senior Commercial Lender/Area Credit Manager at Douglas
National Bank.

K. C. Short joined the Bank as Vice President and Senior Commercial Lender
in November 2002. From December 1999 through November 2002 he served as Vice
President and Senior Commercial Lending Officer at Umpqua Bank in
Eugene/Springfield. From November 1997 until December 1999 he served as
Assistant Vice President and Senior Commercial Lender with Centennial Bank in
Springfield, Oregon.

Family Relationships

There are no family relationships among the directors and executive
officers of the Bank.

Compensation Summary

The following table sets forth certain information regarding the
compensation paid in the last three fiscal years to the Bank's President and
Chief Executive Officer, Thomas K. Grove, for services rendered in all
capacities to the Bank. Three additional officers, listed below, exceeded
$100,000 in 2003.

Summary Compensation Table

Long-Term
Name and Salary and Compensation All Other
Principal Position Year Commission Bonus Securities Options Compensation
(#)
----------------------- -------- -------------- ---------------- ---------------------- ----------------------

Thomas K. Grove 2003 $110,000 $100,905 __ $7,929
President, CEO
2002 $85,160 $21,904 __ $7,756

2001 $83,000 $71,399 __ $9,190

Bonuses for Mr. Grove were earned for the year indicated and not paid until
the following year. Other compensation represents fees for service as a Board of
Directors member, of $4,800, $4,800 and $6,800 for 2003, 2002 and 2001,
respectively, plus the value of Mr. Grove's use of a Bank-owned automobile. The
total of the perquisites received by Mr. Grove, including the use of the Bank's
automobile and payment of dues for a club membership, did not exceed 10% of his
salary plus bonus for the years shown.

Grant of Stock Options

No stock option grants were made to Mr. Grove in fiscal 2003. One option
grant was made in fiscal 2003 to executive officers and key employees. See the
Section below entitled "Report on Compensation."

Option Exercises and Year-End Values

The following table sets forth certain information regarding options
outstanding at year-end:

Aggregate Option Exercises in Fiscal 2003
and Year-End Option/Warrant Values
----------------------------------

Shares
Acquired Number of Securities Underlying Value of Unexercised
Name on Value Unexercised Options/Warrant at In-the-Money Options/Warrants
---- Exercise Realized December 31, 2003 at December 31, 2003
--------- ------------ ------------------- ----------------------
(#) ($)
--- ---
Exercisable Unexercisable Exercisable Unexercisable
----------- ------------- ----------- -------------

Thomas K. Grove 20,000 $24,000 -- -- -- --
Samuel R. Jones -- -- -- 1,250 -- --
Christopher M. -- -- -- 1,538 -- $615
Giovinco
Joanne A. Forsberg -- -- -- 5,197 -- $10,862
Don Mabry -- -- -- 1,612 -- $1,128

Equity Compensation Plan Summary

The following table shows the status of option grants under the Bank's
Incentive Stock Option Plan as of December 31, 2003:

Equity Compensation Plan Information
------------------------------------

Plan Category # of Securities to Weighted-Average # of Securities Remaining
Be Issued on Exercise Price of Available for Future
Exercise of Outstanding Issuance Under Plan
Outstanding Options (Excluding Securities
Options in Column (a))
(a) (b) (c)

Equity Compensation 9,597 $5.73 214,497
Plans Approved by
Security Holders

Equity Compensation N/A N/A N/A
Plans Not Approved by
Security Holders

Total: 9,597 $5.73 214,497

Deferred Compensation and Incentive Plan

In 1995, the Bank established a Deferred Compensation and Incentive Plan
(the "Plan") under which certain senior officers of the Bank selected by the
Board of Directors may defer a portion of their annual compensation, including
salary and bonus. Amounts deferred are credited to a bookkeeping deferred
compensation account maintained by the Bank for each participant in the Plan.
The Bank has no obligation to fund its liability under the Plan, and the
deferred compensation accounts under the Plan remain the property of the Bank
until distributed to the participants. A participant's deferrals under the Plan
are vested on the first to occur of the following events: (i) the participant's
death or disability while employed by the Bank; (ii) the participant's
retirement; (iii) termination of the Plan; or (iv) termination of the
participant's employment with the Bank. Participants are entitled to the value
of the vested portion of their deferred compensation accounts after the
occurrence of one of the vesting events described in the preceding sentence. As
of December 31, 2003 the Bank's liability to the eight participants in the Plan
was $884,235.

REPORT OF AUDIT COMMITTEE AND COMPENSATION REPORT

Company Committees and Audit Charter

As the Company only became the holding company of the Bank effective
January 1, 2003, and did not appoint any committees during fiscal 2003, the
Company has no audit or compensation committee reports for 2003. As of the date
of this Proxy Statement the Company has not adopted an Audit Committee Charter,
and all Company audit committee functions were performed by the Audit Committee
of the Bank. The Company plans to adopt an audit committee charter by June 30,
2004, and to appoint an audit committee. The Company expects that the charter
will be substantially the same as the Bank's Audit Committee Charter.

Bank Audit Committee Report

The Audit Committee of the Bank submits the following report for fiscal
2003. The Audit Committee has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended December 31, 2003 with
management and the independent auditors, Moss Adams LLP. The Audit Committee
also reviewed the scope, conduct, and results of the audit performed by Moss
Adams LLP, including the matters required for discussion by Statement of
Auditing Standards No. 61. The Audit Committee reviewed the written disclosures
regarding the independence of Moss Adams LLP contained in its letter to the
Audit Committee as required by Independence Standards Board Standard No. 1.

Based on the above, the Audit Committee recommended to the Board of
Directors that the financial statements be included in the Annual Report on Form
10-K for the fiscal year ended December 31, 2003 for filing with the Securities
and Exchange Commission. The activities of the Bank Audit Committee are governed
by its charter. This report is submitted by the Bank's Audit Committee,
consisting of Messrs. Yecny, King, and Ms. Wick.

Note: Notwithstanding anything to the contrary set forth in any of the
Company's previous or future filings under the Securities Act or the Exchange
Act that might incorporate this Proxy Statement in future filings with the
Securities and Exchange Commission, in whole or in part, the foregoing report
shall not be deemed to be incorporated by reference into any such filing.

Bank Report on Compensation

The Bank Compensation Committee submits the following report on executive
compensation for fiscal 2003. This report is submitted by the Bank's
Compensation Committee, consisting of A. J. Brauer, Lydia G. Brackney, Forrest
G. Grigsby, Thomas K. Grove, and Richard L. Yecny.

The executive compensation policies and programs developed by the Bank are
designed to retain and motivate executive officers and to ensure that their
interests are aligned with the interests of the Company's shareholders. The
Bank's policy is to offer competitive compensation opportunities for its
employees based on a combination of factors, including Bank growth, financial
performance, and the individual's personal contribution to the business.

The Bank's compensation programs are implemented by the Bank's Board of
Directors and consist of base salary, annual incentives, and long-term
incentives. The Bank's President recommends to the Compensation Committee annual
salary adjustments and incentive grants for the Bank's executive officers other
than himself. All members of the Board of Directors ratify Committee decisions
concerning executive compensation. Executive officers do not participate in
decisions affecting their own compensation.

In reaching a determination concerning fiscal 2003 executive officer base
salaries, the Bank Board of Directors considered the recommendations of the
President, which were based in part on a review of competitive information
supplied by the Bank's accountants and compiled by independent compensation
consultants. In making recommendations, the President compared the Bank to a
selected group of Western Oregon region banks of similar size and business
niche, and considered compensation only for executives with similar job
descriptions. There is no fixed numerical or formula-based relationship between
base salary and corporate performance, or between base salary and the
competitive range of salaries that may be offered by competitive companies.

On an annual basis, the Board of Directors considers the grant of annual
incentive bonuses to each executive officer. Incentive bonuses are
discretionary. In making its bonus determinations, the Board of Directors takes
into consideration the individual's performance, contribution, and
accomplishments during the past fiscal year, and the Bank's financial
performance. In addition, the Board in its discretion may utilize an incentive
formula based on the Bank's return on average equity ("ROAE") as compared with
the Bank's national peer group. Under this formula, the Bank's minimum
performance must be equal to or greater than the 50th percentile of its peer
group on ROAE for the award of an incentive bonus to the Bank's President and
Chief Executive Officer, Thomas K. Grove. Some formulas of other executive
officers are substantially similar. The bonus is tied to a fixed percentage of
the Bank's after-tax profit. In fiscal 2003, $116,585 of incentive bonuses were
awarded to executive officers, including $100,905 awarded to Mr. Grove. By
contrast, $75,202 of incentive bonuses were awarded to executive officers,
including $43,808 awarded to Mr. Grove in 2002.

In 1994, the shareholders of the Bank approved an Incentive Stock Option
Plan ("ISOP"). The Bank Board of Directors recommended the ISOP because it
believed that stock ownership by executive officers and key employees provides
valuable incentives for those persons to benefit as the common stock price
increases, and that stock option-based incentive compensation arrangements help
align the interests of executives, employees, and shareholders. From 1994 and
continuing through 2002, the Bank Board of Directors had the ability to grant
stock options to executives and key employees through the ISOP. At the 2003
Annual Meeting, a new stock-based incentive plan was approved by the
shareholders. The plan authorizes both stock options and other forms of
stock-based compensation. Among other things, the new plan provides that options
granted under the Bank's old ISOP be converted automatically, effective January
1, 2003, into options covering Company common stock. Under the 1994 and 2003
ISOPs, there were options outstanding for 9,597 shares as of December 31, 2003.
The 2004 ISOP provides for an aggregate of 10% of outstanding shares of the
Bank's common stock to be granted to key employees. Grants made prior to 2003
are excluded from the percentage share limitation of which 7,985 remain
outstanding at December 31, 2003. One option grant was made in fiscal 2003 to
executive officers and key employees.

TRANSACTIONS WITH OFFICERS AND BOARD MEMBERS

During the Company's 2003 fiscal year, the Bank entered into
banking-related transactions in the ordinary course of business with certain
executive officers, directors and principal shareholders of the Company
(including certain executive officers of the Bank), members of their immediate
families and corporations or organizations with which they are affiliated. It is
expected that similar transactions will be entered into in the future. Loans to
such persons have been made on substantially the same terms, including the
interest rate charged and collateral required, as those prevailing at the time
for comparable transactions with persons not affiliated with the Company or the
Bank. These loans have been, and are presently, subject to no more than the
normal risk of collectibility and present no other unfavorable features. The
amount of loans to directors, executive officers and principal shareholders of
the Company (including certain executive officers of the Bank) and their
associates as a group at December 31, 2003, was $1,202,000. As of the date of
this proxy statement, all of these loans were performing loans.

PROPOSALS OF SHAREHOLDERS

Under Section 1.8 of the Company's Bylaws, unless otherwise permitted by
the Board of Directors, any business, including without limitation nominations
of directors, may be properly brought before an annual shareholders' meeting, or
before any special meeting of shareholders, by a shareholder only upon the
shareholder's timely notice in writing to the secretary of the Bank. To be
timely, a shareholder's written notice must be physically received at the
principal executive offices of the Bank not later than the close of business on
the thirtieth (30th) calendar day before the date of the meeting. A
shareholder's notice under this provision shall set forth (i) a brief
description of each matter desired to be brought before the meeting and the
reason for conducting such business at the meeting, (ii) the name and address of
the proposing shareholder, (iii) the class and number of shares of stock of the
Bank which are beneficially owned by the proposing shareholder, (iv) any
material interest of the shareholder in the business proposed, and (v) as for
each person whom the shareholder proposes to nominate for election as a director
(a) the name, age, business address, and residence address of such person, (b)
the principal occupation or employment of such person, (c) the class and number
or shares of stock, if any, of the Bank which are beneficially owned by such
person, (d) the proposed nominee's written consent, and (e) any other
information relating to such person that is required to be disclosed or is
otherwise required by any applicable law.

In addition, shareholder proposals intended for inclusion in the proxy
materials for the Company's 2005 Annual Meeting of Shareholders must be received
by the Bank no later than November 26, 2004. Any such proposals should be
directed to: Corporate Secretary, Oregon Pacific Bancorp, 1355 Highway 101, P.O.
Box 22000, Florence, Oregon 97439.

CODE OF ETHICS

The Board of Directors has adopted a code of business conduct and ethics
for the Company's and Bank's Chief Executive Officer and Chief Financial Officer
and the Bank's Chief Operating Officer, known as the Code of Ethics Policy. The
Code of Ethics Policy requires, among other things, that the Company's senior
officers avoid conflicts of interest, comply with all laws and other legal
requirements, conduct business in an honest and ethical manner and otherwise act
with integrity and in the Company's best interest. A copy of the Code of Ethics
Policy is available free of charge upon written request. Please direct the
request to Oregon Pacific Bancorp, P.O. Box 22000, Florence, Oregon, 97439.

INDEPENDENT AUDITORS

The Audit Committee retained Moss Adams LLP, independent auditors, to audit
the Company's and the Bank's financial statements for the fiscal year ending
December 31, 2003. Representatives of Moss Adams LLP are not expected to be
present at the 2004 Annual Meeting.

Audit Fees

The Company paid Moss Adams LLP $46,000 for professional services rendered
in connection with the audit of the Bank's financial statements for 2002 and for
the review of the Company's and the Bank's quarterly financial statements for
the first three quarters of 2003. Set forth below is certain information
concerning aggregate fees billed for professional services rendered during
fiscal year 2003 and 2002 by the Company's and the Bank's auditors for those
respective years. The aggregate fees included in the Audit category were fees
billed for the fiscal years for the audit of the Company's or the Bank's annual
financial statements and the review of the Company's and the Bank's quarterly
financial statements. The aggregate fees included in each of the other
categories were fees billed in the fiscal years.

2003 2002
---- ----
------------------------------------- --------------- ---------------
Audit fees $50,000 $49,000
------------------------------------- --------------- ---------------
Audit-Related Fees $43,000 -
------------------------------------- --------------- ---------------
All Other Fees $30,000 $15,000
------------------------------------- --------------- ---------------

All Other Fees

The Bank paid Moss Adams LLP $30,000 for all other services rendered to the
Company and its subsidiaries during 2003. The Audit Committee considered whether
the provision of these services by Moss Adams LLP is compatible with maintaining
Moss Adams LLP's independence. (Moss Adams LLP performed no information systems
design or implementation services for the Bank in 2003.)

The firm of Davis, McCulloch & Norton PC was paid $4,760 and $5,979 for tax
work in 2003 and 2002, respectively. Other fees paid to them for services
rendered were $20,445 in 2003 and $17,667 for 2002 which includes verification
that loan underwriting meets guidelines for mortgages sold to a third party.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors, Bank executive officers and persons who own 10% of the
Bank's Common Stock to file with the Securities and Exchange Commission (the
"SEC") initial reports of beneficial ownership on Form 3 and reports of changes
in beneficial ownership of Common Stock and other equity securities of the Bank
on Forms 4 and 5. Reporting persons are required by SEC regulations to furnish
the Bank with copies of all Section 16(a) reports that they file. To the
Company's best knowledge and belief, all directors, executive officers and 10%
stockholders were in compliance with such reporting requirements except as
follows: (1) Director A. J. Brauer purchased 29,412 shares on March 29, 2003 for
which a Form 4 was filed on June 5, 2003; (2) Director A. J. Brauer purchased
7,000 shares on January 8, 2004 for which a Form 4 was filed on January 22,
2004; (3) the following Form 5s for the individuals and transactions shown were
filed between February 23 and February 25, 2004, later than the filing date of
February 15, 2004: (i) K. C. Short, for 100 shares purchased on 11/17/03; (ii)
Donald Mabry, for 100 shares purchased on 06/04/03; (iii) Director Marteen Wick,
for 100 shares purchased on 02/28/03; (iv) Joanne Forsberg, for 500 shares
purchased on 09/0203; (v) Director A. J. Brauer, for 189 shares purchased on
08/09/03; (vi) K. C. Short, for 100 shares purchased on 07/07/03; (vii) Pat
Riley, for 500 shares purchased on 06/02/03.

OTHER BUSINESS

The Board of Directors does not intend to present any business at the 2004
Annual Meeting other than as set forth in the accompanying Notice of Annual
Meeting of Shareholders and as described in this Proxy Statement, and has no
present knowledge that any others intend to present business at the 2004 Annual
Meeting. However, if other matters requiring a shareholders vote properly come
before the 2004 Annual Meeting or any adjournment or postponement thereof, the
persons named in the accompanying form of proxy will have discretionary
authority to vote the proxies held by them in accordance with their judgment as
to those matters.

ANNUAL REPORT

A copy of the Bank's 2003 Annual Report to Shareholders accompanies this
Proxy Statement.

AVAILABILITY OF FORM 10-K AND OTHER INFORMATION

A full copy (without exhibits) of the Company's Form 10-K for the year
ended December 31, 2003 as filed with the Securities and Exchange Commission is
available free of charge upon written request. Please direct the request to
Oregon Pacific Bancorp, P.O. Box 22000, Florence, Oregon, 97439. The Company's
filings under the Exchange Act, including exhibits, may also be accessed over
the Internet through the website maintained by the Securities and Exchange
Commission at http://www.sec.gov. Copies of any exhibits attached to such Form
10-K are available from the Company at a charge of $.25 per page, the Company's
reasonable expense for copying and mailing such materials, upon written request.

PERFORMANCE GRAPH

The following graph compares the cumulative total return to holders of the
Bank's Common Stock with the cumulative total return of the Nasdaq U.S. Stock
Market, and the Russell 2000 Index for the period beginning January 1, 1999, the
first trading day of the Common Stock, and ending February 29, 2004.

SEE SUPPLEMENTAL PDF FOR GRAPHIC OF PERFORMANCE

12/31/98 12/31/99 12/31/00 12/31/01 12/31/02 12/31/03 02/29/04
-------- -------- -------- -------- -------- -------- --------

OPBP $ 100.00 $ 117.64 $ 73.45 $ 92.64 $ 132.05 $ 129.04 $ 133.55

NASDAQ $ 100.00 $ 185.58 $ 112.67 $ 88.95 $ 61.35 $ 91.37 $ 92.57

Russell 2000 $ 100.00 $ 121.26 $ 117.59 $ 120.52 $ 95.83 $ 141.11 $ 148.57

[Assumes $100 invested in the Company's Common Stock (the Bank prior to 2003),
the Nasdaq U.S. Stock Market, and the Russell 2000 Index, with all dividends
reinvested. Stock price shown above for the Common Stock is historical and not
necessarily indicative of future price performance.]

By Order of the Board of Directors

Thomas K. Grove
President, Chief Executive Officer

Florence, Oregon
March 26, 2004

OREGON PACIFIC BANCORP

March 26, 2004

Dear Shareholder:

On behalf of the Board of Directors, it is my pleasure to extend to you an
invitation to attend the 2004 Annual Meeting of Shareholders (the "2004 Annual
Meeting") of Oregon Pacific Bancorp (the "Company"). We hope you can join us.
The 2004 Annual Meeting will be held at:

Place: Oregon Pacific Banking Co. Date: Thursday, April 29, 2004
1355 Highway 101
Florence, OR 97439 Time: 7:00 p.m.

The Notice of Annual Meeting, Proxy Statement and Annual Report accompany
this letter. The Proxy Statement describes the business to be transacted at the
meeting and provides other information concerning the Company. The principal
business to be transacted at the 2004 Annual Meeting will be the election of
directors in Class C whose terms expire in 2004 to three-year terms to serve on
the Company's Board of Directors and approval of the Incentive Stock Option
Plan.

After careful consideration, the Board of Directors unanimously recommends
that shareholders vote FOR the election of the nominated directors to three-year
terms.

We know that many of our shareholders will be unable to attend the 2004
Annual Meeting. We are therefore soliciting proxies so that each shareholder has
an opportunity to vote on all matters scheduled to come before the meeting.
Whether or not you plan to attend the 2004 Annual Meeting, we hope that you will
have your stock represented by marking, signing, dating and returning your proxy
card in the enclosed envelope as soon as possible. Your stock will be voted in
accordance with the instructions you give in your proxy card. You may, of
course, attend the 2004 Annual Meeting and vote in person even if you have
previously returned your proxy card.

Sincerely,

A.J. Brauer, M.D.
Chairman of the Board

- --------------------------------------------------------------------------------
IMPORTANT

A proxy card is enclosed. All shareholders are urged to complete and mail
the proxy card promptly. The enclosed envelope for return of the proxy card
requires no postage. Any shareholder attending the 2004 Annual Meeting may
personally vote on all matters considered at the meeting, in which event the
signed proxy will be revoked.

IT IS IMPORTANT THAT YOUR STOCK BE VOTED

- --------------------------------------------------------------------------------

OREGON PACIFIC BANCORP

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD APRIL 29, 2004

NOTICE IS HEREBY GIVEN that the 2004 Annual Meeting of Shareholders (the
"2004 Annual Meeting") of Oregon Pacific Bancorp, an Oregon financial holding
company (the "Company"), will be held at the Oregon Pacific Banking Co.'s
principal executive offices, 1355 Highway 101, Florence, Oregon 97439, at 7:00
p.m. local time on Thursday, April 29, 2004 for the following purpose:

1. Election of Directors. The election of three (3) directors of the
Company to serve for three-year terms beginning on April 29, 2004.

2. Other Matters. Any other matters as may properly be raised at the 2004
Annual Meeting. The management of the Company does not intend to present any
matters at eh Annual Meeting other than those outlined above. As of the date of
this Proxy Statement, management has no knowledge of any matters which may be
presented by its shareholders at the Annual Meeting.

The nominees for election as directors are named in the enclosed Proxy
Statement.

The record date for the 2004 Annual Meeting is March 5, 2004. Only
shareholders of record at the close of business on that date will be entitled to
notice of, and to vote at, the 2004 Annual Meeting or any adjournment or
postponement thereof.

ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE 2004 ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE 2004 ANNUAL MEETING, YOU ARE URGED TO
COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTAGE- PREPAID ENVELOPE IN ORDER TO ASSURE THE
PRESENCE OF A QUORUM. GIVING SUCH PROXY DOES NOT AFFECT YOUR RIGHT TO REVOKE IT
LATER OR TO VOTE YOUR SHARES IN PERSON IF YOU ATTEND THE 2004 ANNUAL MEETING.

By Order of the Board of Directors

Thomas K. Grove
President, Chief Executive Officer

Florence, Oregon
March 26, 2004