RIVERVIEW BANCORP INC - Annual Report: 2005 (Form 10-K)

Vancouver, Washington

We have audited the consolidated balance sheets of Riverview Bancorp, Inc. and Subsidiary as of March 31, 2005 and 2004, and the related consolidated statements of income, shareholders' equity and cash flows for each of the two years in the period ended March 31, 2005. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Riverview Bancorp, Inc. and Subsidiary as of March 31, 2005 and 2004, and the results of their operations and their cash flows for each of the two years in the period ended March 31, 2005, in conformity with U.S. generally accepted accounting principles.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Riverview Bancorp, Inc. and Subsidiary's internal control over financial reporting as of March 31, 2005, based on the criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated June 10, 2005 expressed an unqualified opinion on management's assessment of the effectiveness of Riverview Bancorp, Inc.'s internal control over financial reporting and an unqualified opinion on the effectiveness of Riverview Bancorp, Inc.'s internal control over financial reporting.

/s/McGladrey & Pullen, LLP

Tacoma, Washington
June 10, 2005

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of
Riverview Bancorp, Inc. and Subsidiary

We have audited the accompanying consolidated statements of income, shareholders' equity, and cash flows of Riverview Bancorp, Inc. and Subsidiary (the "Company") for the year ended March 31, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, Riverview Bancorp, Inc. and Subsidiary's results of operations and their cash flows for the year ended March 31, 2003, in conformity with accounting principles generally accepted in the United States of America.

/s/Deloitte & Touche LLP

Portland, Oregon
May 2, 2003

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Riverview Bancorp, Inc.
Vancouver, Washington

We have audited management's assessment, included in the accompanying Management's Report on Internal Controls over Financial Reporting, that Riverview Bancorp, Inc. maintained effective internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Riverview Bancorp, Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, management's assessment that Riverview Bancorp, Inc. maintained effective internal control over financial reporting as of March 31, 2005, is fairly stated, in all material respects, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Riverview Bancorp, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31, 2005, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Riverview Bancorp, Inc. and our report dated June 10, 2005 expressed an unqualified opinion.

/s/McGladrey & Pullen, LLP

Tacoma, Washington
June 10, 2005

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RIVERVIEW BANCORP, INC.

Sarbanes-Oxley 404

FY 04-05 Management's Report on Internal Controls over Financial Reporting

The management of Riverview Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. This internal control system has been designed to provide reasonable assurance to the Company's management and board of directors regarding the preparation and fair presentation of the company's published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The management of Riverview Bancorp, Inc. has assessed the effectiveness of the Company's internal control over financial reporting as of March 31, 2005. To make the assessment, we used the criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we believe that, as of March 31, 2005, the Company's internal control over financial reporting met those criteria.

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RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
MARCH 31, 2005 AND 2004

(In thousands, except share data)	2005	2004

ASSETS
Cash (including interest-earning accounts of $45,501 and $32,334)	$ 61,719	$ 47,907
Loans held for sale	510	407
Investment securities available for sale, at fair value (amortized cost of $22,993 and $32,751)	22,945	32,883
Mortgage-backed securities held to maturity, at amortized cost (fair value of $2,402 and $2,591)	2,343	2,517
Mortgage-backed securities available for sale, at fair value (amortized cost of $11,756 and $10,417)	11,619	10,607
Loans receivable (net of allowance for loan losses of $4,395 and $4,481)	429,449	381,127
Real estate owned	270	742
Prepaid expenses and other assets	1,538	1,289
Accrued interest receivable	2,151	1,786
Federal Home Loan Bank stock, at cost	6,143	6,034
Premises and equipment, net	8,391	9,735
Deferred income taxes, net	2,624	2,736
Mortgage servicing rights, net	470	624
Goodwill	9,214	9,214
Core deposit intangible, net	578	758
Bank owned life insurance	12,607	12,121
TOTAL ASSETS	$ 572,571	$ 520,487
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Deposit accounts	$ 456,878	$ 409,115
Accrued expenses and other liabilities	5,858	5,862
Advance payments by borrowers for taxes and insurance	313	328
Federal Home Loan Bank advances	40,000	40,000
Total liabilities	503,049	455,305
COMMITMENTS AND CONTINGENCIES	-	-
SHAREHOLDERS' EQUITY:
Serial preferred stock, $.01 par value; 250,000 authorized, issued and outstanding, none	-	-
Common stock, $.01 par value; 50,000,000 authorized, issued and outstanding:
2005 - 5,015,753 issued, 5,015,749 outstanding	50	50
2004 - 4,974,979 issued, 4,974,975 outstanding
Additional paid-in capital	41,112	40,187
Retained earnings	29,874	26,330
Unearned shares issued to employee stock ownership trust	(1,392)	(1,598)
Accumulated other comprehensive income (loss)	(122)	213
Total shareholders' equity	69,522	65,182
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 572,571	$ 520,487

See notes to consolidated financial statements.

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RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME
YEARS ENDED MARCH 31, 2005, 2004 AND 2003

(In thousands, except share data)	2005	2004	2003

INTEREST AND DIVIDEND INCOME:
Interest and fees on loans receivable	$ 27,764	$ 25,634	$ 23,670
Interest on investment securities - taxable	521	357	89
Interest on investment securities - non taxable	174	121	111
Interest on mortgage-backed securities	634	613	1,241
Other interest and dividends	875	859	1,350
Total interest and dividend income	29,968	27,584	26,461
INTEREST EXPENSE:
Interest on deposits	5,380	4,643	5,475
Interest on borrowings	2,015	1,984	2,942
Total interest expense	7,395	6,627	8,417
Net interest income	22,573	20,957	18,044
Less provision for loan losses	410	210	727
Net interest income after provision for loan losses	22,163	20,747	17,317
NON-INTEREST INCOME:
Fees and service charges	4,588	4,324	4,263
Asset management fees	1,120	906	742
Net gain on sale of loans held for sale	513	954	1,552
Net loss sale/impairment of securities	(1,185)	-	(2,138)
Gain on sale of other real estate owned	-	49	55
Loan servicing income (expense)	47	158	(619)
Gain on sale of land and fixed assets	830	3	-
Bank owned life insurance	486	121	-
Other	107	74	83
Total non-interest income	6,506	6,589	3,938
NON-INTEREST EXPENSE:
Salaries and employee benefits	10,773	9,910	8,395
Occupancy and depreciation	2,991	2,900	2,481
Data processing	991	917	834
Amortization of core deposit intangible	180	430	327
Advertising and marketing expense	766	772	605
FDIC insurance premium	58	64	47
State and local taxes	519	426	383
Telecommunications	288	269	225
Professional fees	842	501	399
Other	1,696	1,383	1,212
Total non-interest expense	19,104	17,572	14,908
INCOME BEFORE FEDERAL INCOME TAXES	9,565	9,764	6,347
PROVISION FOR FEDERAL INCOME TAXES	3,036	3,210	1,988
NET INCOME	$ 6,529	$ 6,554	$ 4,359

Earnings per common share:
Basic	$ 1.36	$ 1.41	$ 1.00
Diluted	1.33	1.39	0.99
Weighted average number of shares outstanding:
Basic	4,816,745	4,640,485	4,365,855
Diluted	4,891,173	4,714,329	4,424,733

See notes to consolidated financial statements.

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RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
YEARS ENDED MARCH 31, 2005, 2004 AND 2003

(In thousands, except share data)		Common Stock		Additional Paid-In Capital	Retained Earnings	Unearned Shares Issued to Employee Stock Ownership Trust	Unearned Shares Issued to MRDP	Accumulated Other Comprehensive Income (Loss)		Total
(In thousands, except share data)		Shares	Amount	Additional Paid-In Capital	Retained Earnings	Unearned Shares Issued to Employee Stock Ownership Trust	Unearned Shares Issued to MRDP	Accumulated Other Comprehensive Income (Loss)		Total

Balance March 31, 2002	4,704,786		$ 47	$ 35,725	$ 20,208	$ (2,010)	$ (218)		$ (75)	$ 53,677

Cash dividends ($0.50 per share)	-		-	-	(2,178)	-	-		-	(2,178)
Exercise of stock options	46,577		-	417	-	-	-		-	417
Stock repurchased and retired	(196,100)		(1)	(2,881)	-	-	-		-	(2,882)
Earned ESOP shares	-		-	166	-	206	-		-	372
Tax benefit, stock option and MDRP	-		-	98	-	-	-		-	98
Earned MRDP shares	25,138		-	-	-	-	203		-	203
	4,580,401		46	33,525	18,030	(1,804)	(15)		(75)	49,707
Comprehensive income:
Net income	-		-	-	4,359	-	-		-	4,359
Other comprehensive income: Unrealized holding loss on securities of $966 (net of $498 tax effect) less reclassification adjustment for net losses included in net income of $1,411 (net of $727 tax effect)	-		-	-	-	-	-		445	445

Total comprehensive income	-		-	-	-	-	-		-	4,804
Balance March 31, 2003	4,580,401		46	33,525	22,389	(1,804)	(15)		370	54,511

Cash dividends ($0.56 per share)	-		-	-	(2,613)	-	-		-	(2,613)
Exercise of stock options	40,281		1	484	-	-	-		-	485
Stock repurchased and retired	(81,500)		(1)	(1,509)	-	-	-		-	(1,510)
Stock issued in connection with acquisition	430,655		4	7,343						7,347
Earned ESOP shares	-		-	271	-	206	-		-	477
Tax benefit, stock option and MDRP	-		-	73	-	-	-		-	73
Earned MRDP shares	5,138		-	-	-	-	15		-	15
	4,974,975		50	40,187	19,776	(1,598)	-		370	58,785
Comprehensive income:
Net income	-		-	-	6,554	-	-		-	6,554
Other comprehensive income: Unrealized holding loss on securities of $157 (net of $81 tax effect)	-		-	-	-	-	-		(157)	(157)

Total comprehensive income	-		-	-	-	-	-		-	6,397
Balance March 31, 2004	4,974,975		50	40,187	26,330	(1,598)	-		213	65,182

Cash dividends ($0.62 per share)	-		-	-	(2,985)	-	-		-	(2,985)
Exercise of stock options	40,774		-	536	-	-	-		-	536
Earned ESOP shares	-		-	314	-	206	-		-	520
Tax benefit, stock option	-		-	75	-	-	-		-	75
	5,015,749		50	41,112	23,345	(1,392)	-		213	63,328
Comprehensive income:
Net income	-		-	-	6,529	-	-		-	6,529
Other comprehensive income: Unrealized holding gain on securities of $1,120 (net of $577 tax effect) less classification adjustment for net losses included in net income of $785 (net of $404 tax effect)	-		-	-	-	-	-		(335)	(335)

Total comprehensive income	-		-	-	-	-	-		-	6,194
Balance March 31, 2005	5,015,749		$ 50	$ 41,112	$ 29,874	$ (1,392)	$ -		$ (122)	$ 69,522

See notes to consolidated financial statements.

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RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2005, 2004 AND 2003

(In thousands)	2005	2004	2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 6,529	$ 6,554	$ 4,359
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation and amortization	1,492	2,157	2,108
Mortgage servicing rights valuation adjustment	(22)	(307)	320
Provision for loan losses	410	210	727
Provision (benefit) for deferred income taxes	285	421	(942)
Noncash expense related to ESOP	520	477	372
Noncash expense related to MRDP	-	15	203
Noncash expense related to REO donation	-	61	-
Noncash loss on impairment of securities	1,349	-	2,300
Increase (decrease) in deferred loan origination fees, net of amortization	382	759	728
Federal Home Loan Bank stock dividend	(110)	(229)	(329)
Origination of loans held for sale	(22,943)	(50,472)	(55,771)
Proceeds from sales of loans held for sale	22,919	51,700	56,311
Net gain on loans held for sale, sale of real estate owned, mortgage-backed securities, investment securities and premises and equipment	(1,310)	(852)	(1,718)
Income from bank owned life insurance	(486)	(121)	-
Changes in assets and liabilities:
(Increase) decrease in prepaid expenses and other assets, net of acquisition	(484)	190	(463)
(Increase) decrease in accrued interest receivable	(364)	(294)	280
(Decrease) increase in accrued expenses and other liabilities, net of acquisition	(602)	521	173
Net cash provided by operating activities	7,565	10,790	8,658

CASH FLOWS FROM INVESTING ACTIVITIES:
Loan originations	(411,476)	(325,366)	(242,620)
Principal repayments/refinance on loans	363,607	329,443	227,101
Proceeds from call, maturity, or sale of investment securities available for sale	13,515	6,250	1,518
Principal repayments on investment securities available for sale	75	-	-
Purchase of investment securities available for sale	(5,014)	(12,490)	(5,000)
Purchase of mortgage-backed securities available for sale	(5,000)	(4,937)	-
Principal repayments on mortgage-backed securities available for sale	3,657	7,690	23,728
Principal repayments on mortgage-backed securities held to maturity	173	782	1,084
Purchase of premises and equipment	(561)	(307)	(33)
Acquisition, net of cash received	-	7,206	-
Additions to real estate owned	(621)	(546)	-
Purchase of bank owned life insurance	-	(12,000)	-
Proceeds from sale of real estate owned and premises and equipment	2,513	749	1,915
Net cash provided by (used in) investing activities	(39,132)	(3,526)	7,693

CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase (decrease) in deposit accounts	47,763	(16,740)	61,052
Dividends paid	(2,904)	(2,490)	(2,126)
Repurchase of common stock	-	(1,510)	(2,882)
Proceeds from Federal Home Loan Bank advances	-	-	5,000
Repayment of Federal Home Loan Bank advances	-	-	(39,500)
Net (decrease) increase in advance payments by borrowers	(16)	40	54
Proceeds from exercise of stock options	536	485	417
Net cash provided by (used in) by financing activities	45,379	(20,215)	22,015

NET INCREASE (DECREASE) IN CASH	13,812	(12,951)	38,366
CASH, BEGINNING OF YEAR	47,907	60,858	22,492
CASH, END OF YEAR	$ 61,719	$ 47,907	$ 60,858
SUPPLEMENTAL DISCLOSURES:
Cash paid during the year for:
Interest	$ 7,418	$ 6,741	$ 8,666
Income taxes	2,675	3,070	2,912

NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to real estate owned	$ 304	$ 340	$ 1,527
Loans to finance the sale of real estate owned	578	-	-
Receivable due to sale & leaseback of branch	2,391
Dividends declared and accrued in other liabilities	749	668	545
Fair value adjustment to securities available for sale	(507)	(238)	674
Income tax effect related to fair value adjustment	172	81	(229)
Common stock issued upon business combination	-	7,347	-

See notes to consolidated financial statements.

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RIVERVIEW BANCORP, INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements of Riverview Bancorp, Inc. and Subsidiary (the "Company") include all the accounts of Riverview Bancorp, Inc. and the consolidated accounts of its wholly-owned subsidiary, Riverview Community Bank (the "Bank"), the Bank's wholly-owned subsidiary, Riverview Services, Inc., and the Bank's majority owned subsidiary, Riverview Asset Management Corp. All inter-company transactions and balances have been eliminated in consolidation.

Nature of Operations - The Bank is a thirteen branch community-oriented financial institution operating in rural and suburban communities in southwest Washington State. The Bank is engaged primarily in the business of attracting deposits from the general public and using such funds, together with other borrowings, to invest in various consumer-based real estate loans, other consumer and commercial loans, investment securities and mortgage-backed securities.

Use of Estimates in the Preparation of Financial Statements - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("generally accepted accounting principles" or "GAAP"), requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenue and expense during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses and the valuation of mortgage servicing rights, goodwill, core deposit intangibles and deferred tax assets.

Loans - Loans are stated at the amount of unpaid principal, reduced by deferred loan origination fees and an allowance for loan losses. Interest on loans is accrued daily based on the principal amount outstanding.

Generally the accrual of interest on loans is discontinued when, in management's opinion, the borrower may be unable to meet payments as they become due or when they are past due 90 days as to either principal or interest, unless they are well secured and in the process of collection. When interest accrual is discontinued, all unpaid accrued interest is reversed against current income. If management determines that the ultimate collectibility of principal is in doubt, cash receipts on nonaccrual loans are applied to reduce the principal balance on a cash-basis method, until the loans qualify for return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment of the yield of the related loan.

Securities - In accordance with Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, investment securities are classified as held to maturity where the Company has the ability and positive intent to hold them to maturity. Investment securities held to maturity are carried at cost, adjusted for amortization of premiums and accretion of discounts to maturity. Unrealized losses on securities held to maturity or available for sale due to fluctuations in fair value are recognized when it is determined that an-other-than temporary decline in value has occurred. Investment securities bought and held principally for the purpose of sale in the near term are classified as trading securities. Securities that the Company intends to hold for an indefinite period, but not necessarily to maturity are classified as available for sale. Such securities may be sold to implement the Bank's asset/liability management strategies and in response to changes in interest rates and similar factors. Securities available for sale are reported at fair value. Unrealized gains and losses, net of related deferred tax effect, are reported as net amount in a separate component of shareholders' equity entitled "accumulated other comprehensive income (loss)." Realized gains and losses on securities available for sale, determined using the specific identification method, are included in earnings. Amortization of premiums and accretion of discounts are recognized in interest income over the period to maturity.

Real Estate Owned ("REO") - REO consists of properties acquired through foreclosure. Specific charge-offs are taken based upon detailed analysis of the fair value of collateral underlying loans on which the Company is in the process of foreclosing. Such collateral is transferred into REO at the lower of recorded cost or fair value less estimated costs of disposal. Subsequently, properties are evaluated and for any additional declines in value, the Company writes down the REO directly and charges operations for the diminution in value. The amounts the Company will ultimately recover from REO may differ from the amounts used in arriving at the net carrying value of these assets because of future market factors

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beyond the Company's control or because of changes in the Company's strategy for the sale of the property.

Allowance for Loan Losses - The allowance for loan losses is maintained at a level sufficient to provide for probable loan losses based on evaluating known and inherent risks in the loan portfolio. The allowance is provided based upon management's continuing analysis of the pertinent factors underlying the quality of the loan portfolio. These factors include changes in the size and composition of the loan portfolio, delinquency levels, actual loan loss experience, current economic conditions, and detailed analysis of individual loans for which full collectibility may not be assured. The detailed analysis includes techniques to estimate the fair value of loan collateral and the existence of potential alternative sources of repayment. The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component is maintained to cover uncertainties that could affect management's estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. The appropriate allowance level is estimated based upon factors and trends identified by management at the time the consolidated financial statements are prepared.

When available information confirms that specific loans or portions thereof are uncollectible, identified amounts are charged against the allowance for loan losses. The existence of some or all of the following criteria will generally confirm that a loss has been incurred: the loan is significantly delinquent and the borrower has not demonstrated the ability or intent to bring the loan current; the Bank has no recourse to the borrower, or if it does, the borrower has insufficient assets to pay the debt; the estimated fair value of the loan collateral is significantly below the current loan balance, and there is little or no near-term prospect for improvement.

In accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 118, An amendment of SFAS No. 114, a loan is considered impaired when it is probable that a creditor will be unable to collect all amounts (principal and interest) due according to the contractual terms of the loan agreement. Large groups of smaller balance homogenous loans such as consumer secured loans, residential mortgage loans and consumer unsecured loans are collectively evaluated for potential loss. When a loan has been identified as being impaired, the amount of the impairment is measured by using discounted cash flows, except when, as a practical expedient, the current fair value of the collateral, reduced by costs to sell, is used. When the measurement of the impaired loan is less than the recorded investment in the loan (including accrued interest, net deferred loan fees or costs, and unamortized premium or discount), an impairment is recognized by creating or adjusting an allocation of the allowance for loan losses.

A provision for loan losses is charged against income and is added to the allowance for loan losses based on regular assessments of the loan portfolio. The allowance for loan losses is allocated to certain loan categories based on the relative risk characteristics, asset classifications and actual loss experience of the loan portfolio. While management has allocated the allowance for loan losses to various loan portfolio segments, the allowance is general in nature and is available for the loan portfolio in its entirety.

The ultimate recovery of all loans is susceptible to future market factors beyond the Bank's control. These factors may result in losses or recoveries differing significantly from those provided in the consolidated financial statements. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan loses, and may require the Bank to make additions to the allowance based on their judgment about information available to them at the time of their examinations.

Federal Home Bank Loan Bank Stock - The Bank, as a member of Federal Home Loan Bank ("FHLB"), is required to maintain an investment in capital stock of the FHLB in an amount equal to the greater of 1% of its outstanding home loans or 5% of advances from the FHLB. The recorded amount of FHLB stock equals its fair value because the shares can only be redeemed by the FHLB at the $100 per share value.

Allowance for Unfunded Loan Commitments - The allowance for unfunded loan commitments is maintained at a level believed by management to be sufficient to absorb estimated probable losses related to these unfunded credit facilities. The determination of the adequacy of the allowance is based on periodic evaluations of the unfunded credit facilities including an assessment of the probability of commitment usage, credit risk factors for loans outstanding to these same customers, and the terms and expiration dates of the unfunded credit facilities. The allowance for unfunded loan commitments is included in other liabilities on the consolidated balance sheets, with changes to the balance charged against non-interest expense.

Premises and Equipment - Premises and equipment are stated at cost less accumulated depreciation. Leasehold improvements are amortized over the term of the lease or the estimated useful life of the improvements, whichever is less. Gains or losses on dispositions are reflected in earnings. Depreciation is generally computed on the straight-line method over the estimated useful lives as follows:

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Buildings and improvements	3 to 40 years
Furniture and equipment	3 to 20 years
Leasehold improvements	15 to 25 years

The assets are reviewed for impairment when events indicate their carrying value may not be recoverable. If management determines impairment exists the asset is reduced by an offsetting charge to expense.

Loans Held for Sale - The Company identifies loans held for sale at the time of origination and they are carried at the lower of aggregate cost or net realizable value. Market values are derived from available market quotations for comparable pools of mortgage loans. Adjustments for unrealized losses, if any, are charged to income.

Gains or losses on sales of loans held for sale are recognized at the time of the sale and are determined by the difference between the net sales proceeds and the allocated basis of the loans sold. The Company capitalizes mortgage servicing rights ("MSR's") acquired through either the purchase of MSR's, the sale of originated mortgage loans or the securitization of mortgage loans with servicing rights retained. Upon sale of mortgage loans held for sale the total cost of the mortgage loans designated for sale is allocated to mortgage loans with and without MSR's based on their relative fair values. The MSR's are included as a component of gain on sale of loans. The MSR's are amortized in proportion to and over the estimated period of the net servicing life. This amortization is reflected as a component of loan servicing income (expense).

Mortgage Servicing - Fees earned for servicing loans for the Federal Home Loan Mortgage Corporation ("FHLMC") are reported as income when the related mortgage loan payments are collected. Loan servicing costs are charged to expense as incurred.

MSR's are the rights to service loans. Loan servicing includes collecting payments, remitting funds to investors, insurance companies and tax authorities, collecting delinquent payments, and foreclosing on properties when necessary.

The Company records its originated mortgage servicing rights at fair values in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities, which requires the Company to allocate the total cost of all mortgage loans sold to the MSR's and the loans (without the MSR's) based on their relative fair values if it is practicable to estimate those fair values. The Company stratifies its MSR's based on the predominant characteristics of the underlying financial assets including coupon interest rate and contractual maturity of the mortgage. An estimated fair value of MSR's is determined quarterly using a discounted cash flow model. The model estimates the present value of the future net cash flows of the servicing portfolio based on various factors, such as servicing costs, servicing income, expected prepayment speeds, discount rate, loan maturity and interest rate. The effect of changes in market interest rates on estimated rates of loan prepayments represents the predominant risk characteristic underlying the MSR's portfolio. The Company is amortizing the MSR's assets, which totaled $470,000 and $624,000 at March 31, 2005 and 2004, respectively, over the period of estimated net servicing income.

The MSR's are periodically reviewed for impairment based on their fair value. The fair value of the MSR's, for the purposes of impairment, is measured using a discounted cash flow analysis based on market adjusted discount rates, anticipated prepayment speeds, mortgage loan term and coupon rate. Market sources are used to determine prepayment speeds, ancillary income, servicing cost and pre-tax required yield. Impairment losses are recognized through a valuation allowance for each impaired stratum, with any associated provision recorded as a component of loan servicing income (expense).

Goodwill - Goodwill is initially recorded when the purchase price paid for an acquisition exceeds the estimated fair value of the net identified tangible and intangible assets acquired. Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. We perform an annual review in the third quarter of each year, or more frequently if indicators of potential impairment exist, to determine if the recorded goodwill is impaired. If the fair value exceeds the carrying value, goodwill at the subsidiary is not considered impaired and no additional analysis is necessary. As of March 31, 2005, there have been no events or changes in circumstances that would indicate a potential impairment.

Core Deposit Intangible - The core deposit intangible is being amortized to non-interest expense using a straight line method and an accelerated method (based on expected attrition and cash flows of core deposit accounts purchased) over ten years. The straight line method of amortization is used for a 1995 acquisition and the accelerated method of amortization is being used for subsequent acquisitions.

Advertising and Marketing Expense - Costs incurred for advertising, merchandising, market research, community investment, travel and business development are classified as marketing expense and are expensed as incurred.

Income Taxes - Income taxes are accounted for using the asset and liability method. Under this method, a deferred tax asset or liability is determined based on the enacted tax rates which will be in effect when the differences between the financial statement carrying amounts and tax basis of existing assets and liabilities are expected to be reported in the Company's

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income tax returns. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established to reduce the net carrying amount of deferred tax assets if it is determined to be more likely than not, that all or some portion of the potential deferred tax asset will not be realized. The Company files a consolidated federal income tax return. The Bank provides for income taxes separately and remits to the Company amounts currently due.

Trust Assets - Assets held by Riverview Asset Management Corp. in a fiduciary or agency capacity for Trust customers are not included in the consolidated financial statements because such items are not assets of the Company. Assets totaling $174.8 million and $134.7 million were held in trust as of March 31, 2005 and 2004, respectively.

Earnings Per Share - The Company accounts for earnings per share in accordance with SFAS No. 128, Earnings Per Share, which requires all companies whose capital structure includes dilutive potential common shares to make a dual presentation of basic and diluted earnings per share for all periods presented. Basic earnings per share is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period, excluding restricted stock. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and has been computed after giving consideration to the weighted average diluted effect of the Company's stock options and the shares issued under the Company's Management Recognition and Development Plan ("MRDP").

Cash and Cash Flows - Cash includes amounts on hand, due from banks and interest-earning deposits in other banks. Cash flows from interest-earning deposits in other banks and deposits are reported net.

Stock-Based Compensation - At March 31, 2005, the Company had two stock option plans, which are described further in Note 14. The Company accounts for these plans under the recognition and measurement principles of Accounting Principles Board No. 25, Accounting for Stock Issued to Employees, and related interpretations. Accordingly, no stock-based compensation cost is reflected in net income as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant.

SFAS No. 123 requires the disclosure of pro forma net income and earnings per share had the Company adopted the fair value method as of the beginning of fiscal 1996. Under SFAS No. 123, the fair value of stock-based awards to employees is calculated through the use of option pricing models, even though such models were developed to estimate the fair value of freely tradable, fully transferable options without vesting restrictions, which significantly differ from the Company's stock option awards. These models also require subjective assumptions, including future stock price volatility and expected time to exercise, which greatly affect the calculated values. The Company's calculations were made using the Black-Scholes option pricing model with the following weighted average assumptions:

	Risk Free Interest Rate	Expected Life (yrs)	Expected Volatility	Expected Dividends
Fiscal 2005	4.00%	10.00	29.25%	3.01%
Fiscal 2004	4.00%	10.00	31.02%	3.07%
Fiscal 2003	4.01%	5.42	31.59%	3.23%

The weighted average grant-date fair value of 2005, 2004 and 2003 awards was $5.93, $5.47 and $3.54, respectively. Only stock options are considered in this calculation and not MRDP shares. If the accounting provisions of the SFAS No. 123 had been adopted, the effect on 2005, 2004 and 2003 net income would have been reduced to the following pro forma amounts (dollars in thousands, except per share amounts):

		Year ended March 31,
	2005		2004	2003
Net income:
As reported	$6,529		$6,554	$4,359
Deduct: Total stock based compensation expense determined under fair value based method for all options, net of related tax benefit	96		109	180
Pro forma	6,433		6,445	4,179
Earnings per common share - basic:
As reported	$1.36		$1.41	$1.00
Pro forma	1.34		1.39	0.96
Earnings per common share - fully diluted:
As reported	$1.33		$1.39	$0.99
Pro forma	1.32		1.37	0.94

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Employee Stock Ownership Plan ("ESOP") - The Company sponsors a leveraged ESOP. The ESOP is accounted for in accordance with the AICPA Statement of Position ("SOP") 93-6, Employer's Accounting for Employee Stock Ownership Plans. Stock and cash dividends on allocated shares are recorded as a reduction of additional paid in capital and paid directly to plan participants or distributed directly to participants' accounts. As shares are released, compensation expense is recorded equal to the then current market price of the shares and the shares become available for earnings per share calculations. The Company records cash dividends on unallocated shares as a reduction of debt and accrued interest.

Reclassification - Certain 2004 and 2003 amounts have been reclassified in order to conform to the 2005 presentation, with no impact on net income or shareholders' equity as previously reported.

Business segments - The Company operates a single business segment. The financial information that is used by the chief operating decision maker in allocating resources and assessing performance is only provided for one reportable segment as of March 31, 2005, 2004 and 2003.

Acquisitions - Acquisitions are accounted for under the purchase method of accounting, which allocates costs to assets purchased and liabilities assumed at their estimated fair market values. The results of operations subsequent to the date of acquisition are included in the consolidated financial statements of the Company.

Recently Issued Accounting Pronouncements

Interest Rate Lock Derivatives

In accordance with SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, expected interest rate lock commitments on mortgage loans that will be held for sale must be accounted for as derivatives and marked to market in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. All other interest rate lock commitments are excluded from SFAS 133, pursuant to SFAS 149.

In October 2003, the FASB decided to add a project to its agenda that would clarify how fair value should be measured for interest rate lock derivatives. No timetable has been established yet for the completion of this project. In the meantime, the Securities and Exchange Commission ("SEC") issued guidance in Staff Accounting Bulletin No. 105 ("SAB 105"). SAB 105 requires that fair-value measurement include only differences between the guaranteed interest rate in the loan commitment and a market interest rate, excluding any expected future cash flows related to the customer relationship or loan servicing. Servicing assets are to be recognized only once the servicing asset has been contractually separated from the underlying loan by sale or securitization of the loan with servicing retained. The guidance in SAB 105 must be applied to interest rate locks initiated after March 31, 2004 and is to be applied prospectively. SAB 105 is not expected to have a material financial impact on the Company.

Statement of Financial Accounting Standards No. 123R

On December 16, 2004, the FASB issued SFAS No. 123R, Share-Based Payment, which is an Amendment of FASB Statement Nos. 123 and 95. SFAS No. 123R changes, among other things, the manner in which shared-based compensation, such as stock options, will be accounted for by both public and non-public companies, and will be effective as of the beginning of the first annual reporting period that begins after June 15, 2005. For public companies, the cost of employee services received in exchange for equity instruments including options and restricted stock awards generally will be measured at fair value at the grant date. The grant date fair value will be estimated using option-pricing models adjusted for the unique characteristics of those options and instruments, unless observable market prices for the same or similar options are available. The cost will be recognized over the requisite service period, often the vesting period, and will be remeasured subsequently at each reporting date through settlement date. Management is evaluating the impact of SFAS No. 123R on the Company's financial statements. The financial effect would be an expense related to the unvested options at the date of implementation.

The changes in accounting will replace existing requirements under SFAS No. 123, Accounting for Stock-Based Compensation, and will eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25, Accounting for Stock Issued to Employees, which does not require companies to expense options if the exercise price is equal to the trading price at the date of grant. The accounting for similar transactions involving parties other than employees or the accounting for employee stock ownership plans that are subject to AICPA SOP 93-6, Employers' Accounting for Employee Stock Ownership Plans, would remain unchanged.

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Statement of Financial Accounting Standards No. 153

SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29, required exchanges of nonmonetary assets be measured based on the fair value of the assets exchanged. The amendment eliminates the narrow exception for nonmonetary exchanges of similar productive assets and replaces it with a broader exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has a commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. Previously, APB Opinion No. 29, "Accounting for Nonmonetary Transactions," required that the accounting for an exchange of a productive asset for a similar productive asset should be based on the recorded amount of the asset relinquished with no gain recognition. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginnings after June 15, 2005 and is to be applied prospectively. SFAS 153 is not expected to have a material financial impact on the Company.

Emerging Issues Task Force Issue No. 03-1

In March of 2004, the Emerging Issues Task Force ("EITF") reached consensus on the guidance provided in EITF Issue No. 03-1, The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments. Among other investments, this guidance is applicable to debt and equity securities that are within the scope of SFAS No. 114, Accounting for Certain Investments in Debt and Equity Securities. Paragraph 10 of EITF 03-1 specifies that an impairment would be considered other-than-temporary unless (a) the investor has the ability and intent to hold an investment for a reasonable period of time sufficient for the recovery of the fair value up to (or beyond) the cost of the investment and (b) evidence indicating that the cost of the investment is recoverable within a reasonable period of time outweighs the evidence to the contrary. A company's liquidity and capital requirements should be considered when assessing its intent and ability to hold an investment for a reasonable period of time that would allow the fair value of the investment to recover up to or beyond its cost. A pattern of selling investments prior to the forecasted fair value recovery may call into question a company's intent. In addition, the severity and duration of the impairment should also be considered when determining whether the impairment is other-than-temporary. This guidance was effective for reporting periods beginning after June 14, 2004 with the exception of paragraphs 10-20 of EITF 03-1, which will be deliberated further. This delay does not suspend the requirement to recognize other-than-temporary impairments as required by existing authoritative literature. The outcome of this deliberation may accelerate the recognition of losses from declines in value on debt securities due to interest rates; however, it is not anticipated to have a significant impact on shareholders' equity as changes in market value of available-for-sale securities are already included in Accumulated Other Comprehensive Income (Loss).

Statement of Position 03-3

SOP 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, addresses accounting for differences between contractual cash flows and cash flows expected to be collected from an investor's initial investment in loans or debt securities (loans) acquired in a transfer if those differences are attributable, at least in part, to credit quality. It includes such as loans acquired in purchase business combinations and applies to all nongovernmental entities, including not-for-profit organizations. SOP 03-3 does not apply to loans originated by the entity. SOP 03-3 limits the yield that may be accreted (accretable yield) to the excess of the investor's estimate of undiscounted expected principal, interest, and other cash flows (cash flows expected at acquisition to be collected) over the investor's initial investment in the loan. SOP 03-3 requires that the excess of contractual cash flows over cash flows expected to be collected (nonaccretable difference) not be recognized as an adjustment of yield loss accrual, or valuation allowance. SOP 03-3 prohibits investors from displaying accretable yield and nonaccretable difference in the balance sheet. Subsequent increases in cash flows expected to be collected generally should be recognized prospectively through adjustment of the loan's yield over its remaining life. Decreases in cash flows expected to be collected should be recognized as impairment. SOP 03-3 prohibits "carrying over" or creation of valuation allowances in the initial accounting of all loans acquired in a transfer that are within the scope of SOP 03-3. The prohibition of the valuation allowance carryover applies to the purchase of an individual loan, a pool of loans, a group of loans, and loans acquired in a purchase business combination. SOP 03-3 is effective for fiscal years beginning after December 15, 2004 and is to be applied prospectively. SOP 03-3 is not expected to have a material financial impact on the Company.

2. RESTRICTED ASSETS

Federal Reserve Board regulations require that the Bank maintain minimum reserve balances either on hand or on deposit with the Federal Reserve Bank, based on a percentage of deposits. The amounts of such balances for the years ended March 31, 2005 and 2004 were approximately $145,000 and $832,000, respectively.

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3. INTEREST RATE RISK MANAGEMENT

The Company is engaged principally in gathering deposits supplemented with Federal Home Loan Bank ("FHLB") advances and providing first mortgage loans to individuals and commercial enterprises, commercial loans to businesses, and consumer loans to individuals. At March 31, 2005 and 2004, the asset portfolio consisted of fixed and variable rate interest-earning assets. Those assets were funded primarily with short-term deposits and advances from the FHLB that have market interest rates that vary over time. The shorter maturity of the interest-sensitive liabilities indicates that the Company could be exposed to interest rate risk because, generally in an increasing rate environment, interest-bearing liabilities will be repricing faster at higher interest rates than interest-earning assets, thereby reducing net interest income, as well as the market value of long-term assets. Management is aware of this interest rate risk and actively monitors such risk and manages it to the extent practicable.

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4. INVESTMENT SECURITIES

The amortized cost and approximate fair value of investment securities available for sale consisted of the following (in thousands):

	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
March 31, 2005
Trust Preferred	$ 5,000	$ 31	$ -	$ 5,031
Agency securities	14,021	-	(179)	13,842
Municipal bonds	3,972	100	-	4,072
Total	$ 22,993	$ 131	$ (179)	$ 22,945

March 31, 2004
Trust Preferred	$ 5,000	$ 19	$ -	$ 5,019
Agency securities	11,000	194	-	11,194
Equity securities	12,700	-	(300)	12,400
Municipal bonds	4,051	219	-	4,270
Total	$ 32,751	$ 432	$ (300)	$ 32,883

The fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of March 31, 2005 are as follows (in thousands):

		Less than 12 months		12 months or longer		Total

Description of Securities	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses

Agency securities	$ 11,890		$ (131)	$ 1,952	$ (48)	$ 13,842	$ (179)
Total temporarily impaired securities	$ 11,890		$ (131)	$ 1,952	$ (48)	$ 13,842	$ (179)

The Company has evaluated these securities and has determined that the decline in the value is temporary. The decline in value is not related to any company or industry specific event. The Company anticipates full recovery of amortized cost with respect to these securities at maturity or sooner in the event of a more favorable market interest rate environment.

The fair value of temporarily impaired securities, the amount of unrealized losses and the length of time these unrealized losses existed as of March 31, 2004 are as follows (in thousands):

		Less than 12 months		12 months or longer		Total

Description of Securities	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses

Equity securities	$ 12,400		$ (300)	$ -	$ -	$ 12,400	$ (300)
Total temporarily impaired securities	$ 12,400		$ (300)	$ -	$ -	$ 12,400	$ (300)

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The contractual maturities of investment securities available for sale are as follows (in thousands):

	Amortized Cost	Estimated Fair Value
March 31, 2005
Due after one year through five years	$ 15,960	$ 15,858

Due after ten years	7,033	7,087
Total	$ 22,993	$ 22,945

Investment securities with an amortized cost of $9.0 million and $16.5 million and a fair value of $8.9 million and $16.3 million at March 31, 2005 and March 31, 2004, respectively, were pledged as collateral for advances at the FHLB. Investment securities with an amortized cost of $1.1 million and $500,000 and a fair value of $1.2 million and $504,000 at March 31, 2005 and March 31, 2004, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank. At March 31, 2005 investment securities with an amortized cost of $5.0 million and a fair value of $5.0 million were pledged as collateral for the discount window at the Federal Reserve Bank.

In the third quarter of fiscal 2005, the Company recognized a pre-tax other-than-temporary impairment for investments in Federal Home Loan Mortgage Corporation ("FHLMC") preferred stock and Federal National Mortgage Association ("FNMA") preferred stock that totaled $1.3 million. The Company accounts for these securities in accordance with SFAS No. 115. Under SFAS No. 115, if the decline in fair market value below cost is determined to be other-than-temporary, the unrealized loss will be realized as expense on the consolidated income statement. Based on a number of factors, including the magnitude of the drop in the market value below the Company's cost and the length of time the market value had been below cost, management concluded that the decline in value was other-than-temporary at the end of the third quarter of fiscal 2005. Accordingly, the pre-tax other-than-temporary impairment was realized in the income statement, in the amount of $699,000 for FNMA preferred stock and $650,000 FHLMC preferred stock. A corresponding reduction in unrealized losses in shareholders' equity was realized in fiscal 2005 in the amount of $461,000 for FNMA preferred stock and $429,000 for FHLMC preferred stock.

The Company realized before tax $164,000 and $162,000 in net gains on sales of investment securities available for sale in fiscal 2005 and 2003, respectively. The Company realized no gains or losses on sales of investment securities available for sale in fiscal 2004.

In the fourth quarter of fiscal 2003, the Company recognized a pre-tax other-than-temporary impairment for investments in Federal Home Loan Mortgage Corporation ("FHLMC") preferred stock and Federal National Mortgage Association ("FNMA") preferred stock that totaled $2.3 million. The Company accounts for these securities in accordance with SFAS No. 115. Under SFAS No. 115, if the decline in fair market value below cost is determined to be other than temporary, the unrealized loss will be realized as expense on the consolidated income statement. Based on a number of factors, including the magnitude of the drop in the market value below the Company's cost and the length of time the market value had been below cost, management concluded that the decline in value was other than temporary at the end of the fourth quarter of fiscal 2003. Accordingly, the pre-tax other-than-temporary impairment was realized in the income statement, in the amount of $700,000 for FNMA preferred stock and $1.6 million FHLMC preferred stock. A corresponding reduction in unrealized losses in shareholders' equity was realized in fiscal 2003 in the amount of $462,000 for FNMA preferred stock and $1.1 million for FHLMC preferred stock.

5. MORTGAGE-BACKED SECURITIES

Mortgage-backed securities held to maturity consisted of the following (in thousands):

March 31, 2005	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
Real estate mortgage investment conduits	$ 1,802	$ 43	$ -	$ 1,845
FHLMC mortgage-backed securities	218	6	-	224
FNMA mortgage-backed securities	323	10	-	333
Total	$ 2,343	$ 59	$ -	$ 2,402
March 31, 2004
Real estate mortgage investment conduits	$ 1,802	$ 55	$ -	$ 1,857
FHLMC mortgage-backed securities	332	8	-	340
FNMA mortgage-backed securities	383	11	-	394
Total	$ 2,517	$ 74	$ -	$ 2,591

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Mortgage-backed securities held to maturity with an amortized cost of $1.8 million and $1.8 million and a fair value of $1.9 million and $1.9 million at March 31, 2005 and 2004, respectively, were pledged as collateral for governmental public funds held by the Bank. Mortgage-backed securities held to maturity with an amortized cost of $248,000 and $332,000 and a fair value of $255,000 and $341,000 at March 31, 2005 and March 31, 2004, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank. The real estate mortgage investment conduits consist of FHLMC and FNMA securities.

The contractual maturities of mortgage-backed securities classified as held to maturity are as follows (in thousands):

March 31, 2005	Amortized Cost	Estimated Fair Value
Due after one year through five years	$ 20	$ 21
Due after five years through ten years	26	27
Due after ten years	2,297	2,354
Total	$ 2,343	$ 2,402

Mortgage-backed securities available for sale consisted of the following (in thousands):

March 31, 2005	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Fair Value
Real estate mortgage investment conduits	$ 1,846	$ 27	$ -	$ 1,873
FHLMC mortgage-backed securities	9,677	12	(182)	9,507
FNMA mortgage-backed securities	233	6	-	239
Total	$ 11,756	$ 45	$ (182)	$ 11,619
March 31, 2004
Real estate mortgage investment conduits	$ 2,943	$ 72	$ -	$ 3,015
FHLMC mortgage-backed securities	7,086	104	-	7,190
FNMA mortgage-backed securities	388	14	-	402
Total	$ 10,417	$ 190	$ -	$ 10,607

The fair value of temporarily impaired mortgage backed securities, the amount of unrealized losses and the length of time these unrealized losses existed as of March 31, 2005 are as follows (in thousands):

		Less than 12 months		12 months or longer		Total

Description of Securities	Fair Value		Unrealized Losses	Fair Value	Unrealized Losses	Fair Value	Unrealized Losses

FHLMC mortgage-backed securities	$8,209		$ (182)	-	-	$ 8,209	$ (182)
Total temporarily impaired securities	$ 8,209		$ (182)	-	-	$ 8,209	$ (182)

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The contractual maturities of mortgage-backed securities available for sale are as follows (in thousands):

March 31, 2005	Amortized Cost	Estimated Fair Value
Due after one year through five years	$ 1,458	$ 1,472
Due after five years through ten years	8,534	8,355
Due after ten years	1,764	1,792
Total	$ 11,756	$ 11,619

Expected maturities of mortgage-backed securities held to maturity and available for sale will differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

Mortgage-backed securities available for sale with an amortized cost of $11.5 million and $9.9 million and a fair value of $11.4 million and $10.1 million at March 31, 2005 and March 31, 2004, respectively, were pledged as collateral for advances at the FHLB. Mortgage-backed securities available for sale with an amortized cost of $45,000 and $105,000 and a fair value of $47,000 and $111,000 at March 31, 2005 and March 31, 2004, respectively, were pledged as collateral for treasury tax and loan funds held by the Bank.

The Company realized no gains or losses on sale of mortgage-backed securities available for sale in fiscal 2005, 2004 and 2003.

6. LOANS RECEIVABLE

A summary of the major categories of loans outstanding is shown in the following table. Outstanding loan balances at March 31, 2005 and 2004, are net of unearned income, including net deferred loan fees of $3.2 million and $3.1 million , respectively.

Loans receivable excluding loans held for sale consisted of the following (in thousands):

		March 31,
	2005		2004
Residential:
One- to- four family	$ 36,059		$ 43,378
Multi-family	2,537		5,008
Construction:
One- to- four family	43,633		47,589
	-		-
Commercial real estate	10,982		1,453
Commercial	57,981		57,578
Consumer
Secured	28,951		27,071
Unsecured	1,668		1,689
Land	28,889		25,321
Commercial real estate	223,144		176,521
	433,844		385,608
Less:
Allowance for loan losses	4,395		4,481
Loans receivable, net	$429,449		$381,127

The Company originates residential real estate loans, commercial real estate, multi-family real estate, commercial and consumer loans. Substantially all of the mortgage loans in the Company's portfolio are secured by properties located in Washington and Oregon. A further economic downturn in these areas would likely have a negative impact on the Company's results of operations depending on the severity of such downturn.

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Loans receivable including loans held for sale, by maturity or repricing date, were as follows (in thousands):

		March 31,
	2005		2004
Adjustable rate loans:
Within one year	$207,906		$159,049
After one but within three years	96,676		68,263
After three but within five years	22,988		25,981
After five but within ten years	7,439		-
	335,009		253,293
Fixed rate loans:
Within one year	26,171		38,050
After one but within three	28,724		36,835
After three but within five years	28,009		33,064
After five but within ten years	8,815		15,742
After ten years	7,626		9,031
	99,345		132,722
	$434,354		$386,015

Mortgage loans receivable with adjustable rates primarily reprice based on the one year U.S. Treasury index and reprice a maximum of 2% per year and up to 6% over the life of the loan. The remaining adjustable rate loans reprice based on the prime lending rate or the FHLB cost of funds index. Commercial loans with adjustable rates primarily reprice based on the prime rate.

Aggregate loans to officers and directors, all of which are current, consist of the following (in thousands):

		Year Ended March 31,
	2005		2004	2003

Beginning balance	$ 732		$ 315	$ 539
Originations	10		753	368
Principal repayments	(334)		(336)	(592)
Ending balance	$ 408		$ 732	$ 315

7. ALLOWANCE FOR LOAN LOSSES

A reconciliation of the allowance for loan losses is as follows (in thousands):

		Year Ended March 31,
	2005		2004	2003

Beginning balance	$ 4,481		$ 2,739	$ 2,537
Provision for losses	410		210	727
Charge-offs	(669)		(1,182)	(428)
Recoveries	173		91	78
Allowance transferred from Today's Bancorp acquisition	-		2,639	-
Net change in allowance for unfunded loan commitments and lines of credit	-		(16)	(175)
Ending balance	$ 4,395		$ 4,481	$ 2,739

<PAGE>

Changes in the allowance for unfunded loan commitments and lines of credit were as follows (in thousands):

		Year Ended March 31,
	2005		2004	2003
Beginning balance	$ 191		$ 175	$ -
Net change in allowance for unfunded loan commitments and lines of credit	62		16	175
Ending balance	$ 253		$ 191	$ 175

The allowance for unfunded loan commitments is included in other liabilities on the consolidated balance sheets.

At March 31, 2005, 2004 and 2003, the Company's recorded investment in impaired loans was $456,000, $1.3 million, and $323,000 respectively. None of the impaired loans for March 31, 2005, 2004 or 2003 had a specific valuation allowance. The allowance for loan losses in excess of specific reserves is available to absorb losses from all loans, although allocations have been made for certain loans and loan categories as part of management's analysis of the allowance. The average investment in impaired loans was approximately $1.0 million, $1.2 million and $1.1 million during the years ended March 31, 2005, 2004 and 2003, respectively. Interest income recognized on impaired loans was $9,000, $44,000 and $56,000 during the years ended March 31, 2005, 2004 and 2003, respectively. There were no loans past due 90 days or more and still accruing interest at March 31, 2005, 2004 and 2003, respectively.

8. PREMISES AND EQUIPMENT, NET

Premises and equipment consisted of the following (in thousands):

		March 31,
	2005		2004

Land	$ 1,879		$ 2,026
Buildings and improvements	5,476		7,128
Leasehold improvements	1,310		1,396
Furniture and equipment	6,681		6,599
Construction in progress	101		-
Subtotal	15,447		17,149
Less accumulated depreciation and amortization	(7,056)		(7,414)
Total	$ 8,391		$ 9,735

During fiscal year 2005, the Company sold to a private investor and leased back the Camas branch and operations center. The net gain on the sale of the building, $1.6 million, of which $828,000 was recognized in the first quarter of fiscal year 2005 and the remainder is being amortized over the six year life of the lease. Deferred gain of $180,000 was recognized in fiscal year 2005. The lease of the building is being accounted for as an operating lease and is included in the future minimum rental payments schedule shown below.

Depreciation expense was $1.0 million, $1.1 million and $1.0 million for years ended March 31, 2005, 2004 and 2003, respectively. The Company is obligated under various noncancelable lease agreements for land and buildings that require future minimum rental payments, exclusive of taxes and other charges, as follows (in thousands):

Year ending March 31,
2006	$ 990
2007	887
2008	885
2009	851
2010	813
After 2010	1,737
Total	$6,163

Rent expense was $1.2 million, $857,000 and $634,000 for the years ended March 31, 2005, 2004 and 2003, respectively.

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9. MORTGAGE SERVICING RIGHTS

The following table is a summary of the activity in MSR's and the related allowance for the periods indicated and other related financial data (in thousands):

		March 31,
	2005		2004	2003
Balance at beginning of year, net	$ 624		$ 629	$ 912
Additions	126		167	671
Amortization	(302)		(479)	(634)
Change in valuation allowance	22		307	(320)
Balance end of year, net	$ 470		$ 624	$ 629
Valuation allowance at beginning of year	$ 106		$ 413	$ 93
Change in valuation allowance	(22)		(307)	320
Valuation allowance balance at end of year	$ 84		$ 106	$ 413

The Company evaluates MSR's for impairment by stratifying MSR's based on the predominant risk characteristics of the underlying financial assets. At March 31, 2005 and 2004, the MSR's fair value totaled $1.1 million and $669,000, respectively. The 2005 fair value was estimated using discount rate and a range of PSA values (The Bond Market Association's standard prepayment values) that ranged from 120 to 940.

Amortization expense for the net carrying amount of MSR's at March 31, 2005 is estimated as follows (in thousands):

Year ending March 31,
2006	$ 165
2007	100
2008	90
2009	73
2010	30
After 2010	12
Total	$ 470

Mortgage loans serviced for others (in millions):

		March 31,
	2005		2004	2003
Total	$ 129.3		$ 133.5	$ 128.2

The estimated sensitivity of the fair value of the mortgage servicing rights portfolio to changes in interest rates at March 31, 2005 was as follows (dollars in thousands):

	Down Scenario			Up Scenario
	300 bp	200 bp	100 bp	100 bp	200 bp	300 bp
Fair Value	$ (626)	$ (595)	$ (378)	$ 153	$ 221	$ 272

The fair value of mortgage servicing rights and its sensitivity to changes in interest rates is influenced by the mix of the servicing portfolio and characteristics of each segment of the portfolio. The Bank's servicing portfolio is comprised of conventional fixed rate mortgages that meet FHLMC guidelines.

10. CORE DEPOSIT INTANGIBLE

Net unamortized core deposit intangible totaled $578,000 and $758,000 at March 31, 2005 and 2004, respectively. Amortization expense related to the core deposit intangible during the year ended March 31, 2005, 2004 and 2003 totaled $180,000, $430,000 and $327,000, respectively. During the year ended March 31, 2004, the Company had additions to

<PAGE>

core deposit intangibles totaling $820,000 in connection with the acquisition of Today's Bancorp. (See Note 2).

Amortization expense for the net core deposit intangible at March 31, 2005 is estimated to be as follows (in thousands):

Year Ending March 31,
2006	$ 116
2007	98
2008	83
2009	71
2010	60
After 2010	150
Total	$ 578

11. DEPOSIT ACCOUNTS

Deposit accounts consisted of the following (dollars in thousands):

Account Type	Weighted Average Rate	March 31, 2005	Weighted Average Rate	March 31, 2004
NOW Accounts:
Non-interest-bearing	0.00%	$ 79,499	0.00%	$ 61,902
Regular	0.20	65,667	0.20	65,718
High yield checking	2.55	50,562	1.30	49,668
Money market	1.44	76,331	0.95	69,984
Savings accounts	0.55	35,513	0.55	29,334
Certificates of deposit	3.13	149,306	2.49	132,509
Total	1.62%	$ 456,878	1.20%	$ 409,115

The weighted average rate is based on interest rates at the end of the period.

Certificates of deposit as of March 31, 2005, mature as follows (in thousands):

	Amount
Less than one year	$ 77,058
One year to two years	23,048
Two years to three years	16,058
Three years to four years	25,046
Four years to five years	3,187
After five years	4,909
Total	$149,306

Deposit accounts in excess of $100,000 are not insured by the Federal Deposit Insurance Corporation ("FDIC"). Deposits with balances in excess of $100,000 totaled $227.9 million and $186.2 million at March 31, 2005 and 2004, respectively.

<PAGE>

Interest expense by deposit type was as follows (in thousands):

		Year Ended March 31,
	2005		2004	2003
NOW Accounts:
Regular	$ 108		$ 122	$ 138
High yield checking	815		713	821
Money market	901		583	692
Savings accounts	178		163	182
Certificates of deposit	3,378		3,062	3,642
Total	$ 5,380		$ 4,643	$ 5,475

12. FEDERAL HOME LOAN BANK ADVANCES

At March 31, 2005, advances from FHLB, totaled $40.0 million with a weighted average interest rate of 5.05%. The fixed rate borrowings of $35.0 million had fixed interest rates ranging from 4.65% to 6.38%. The remaining $5.0 million adjustable rate advance had a weighted average interest rate of 2.67%, which is based on three month London Interbank Offered Rate Index ("LIBOR") plus 11 basis points as quoted by the FHLB. The weighted average interest rate for fixed and adjustable rate advances was 5.00%, 4.96% and 5.53% for the years ended March 31, 2005, 2004 and 2003, respectively.

The Bank has a credit line with the FHLB equal to 30% of total assets, limited by available collateral. At March 31, 2005, based on collateral values, the Bank had additional borrowing commitments available of $21.3 million from the FHLB.

FHLB advances are collateralized as provided for in the Advance, Pledge and Security Agreements with the FHLB by certain investment and mortgage-backed securities, FHLB stock owned by the Bank, deposits with the FHLB, and certain mortgages on deeds of trust securing such properties as provided in the agreements with the FHLB. At March 31, 2005, loans carried at $50.8 million and investments and mortgage-backed securities carried at $20.3 million were pledged as collateral to the FHLB.

Payments required to service the Bank's FHLB advances during the next five years ended March 31 are as follows:
2006 - $15.0 million; 2007 - $20.0 million; and 2008 - $5.0 million.

In addition, the Bank has a Fed Funds borrowing facility with Pacific Coast Bankers' Bank with a guideline limit of $10 million through June 30, 2005. The facility may be reduced or withdrawn at any time. As of March 31, 2005 the Bank did not have any outstanding advances on this facility.

13. FEDERAL INCOME TAXES

Federal income tax provision for the years ended March 31 consisted of the following (in thousands):

	2005	2004	2003

Current	$ 2,751	$ 2,789	$ 2,930
Deferred	285	421	(942)
Total	$ 3,036	$ 3,210	$ 1,988

<PAGE>

A reconciliation between federal income taxes computed at the statutory rate and the effective tax rate for the years ended March 31 is as follows:

		2005	2004	2003

Statutory federal income tax rate	34.0%		34.0%	34.0%
ESOP market value adjustment	1.1		0.9	0.9
Interest income on municipal securities	(0.6)		(0.4)	(0.6)
Dividend received deduction	(0.5)		(0.6)	(2.6)
Bank owned life insurance	(1.7)		-	-
Other, net	(0.6)		(1.1)	(0.4)
Effective federal income tax rate	31.7%		32.8%	31.3%

Taxes related to gains on sales of securities were $56,000, none and $55,000 for the years ended March 31, 2005, 2004 and 2003, respectively.

The tax effect of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at March 31, 2005 and 2004 are as follows (in thousands):

	2005	2004
Deferred tax assets:
Deferred compensation	$ 555	$ 491
Loan loss reserve	1,581	1,589
Core deposit intangible	306	365
Accrued expenses	235	208
Accumulated depreciation	206	54
Net operating loss carryforward	821	1,171
Net realized loss on securities available for sale	63	782
Capital loss carryforward	733	-
Other	218	83
Total deferred tax asset	4,718	4,743
Deferred tax liabilities:
FHLB stock dividend	(971)	(934)
Tax qualified loan loss reserve	(280)	(360)
Purchase accounting	(249)	(247)
Net unrealized gain on securities available for sale	-	(109)
Prepaid expense	(146)	-
Loan fees/costs	(449)	(218)
Other	-	(139)
Total deferred tax liability	(2,095)	(2,007)
Deferred tax asset, net	$ 2,623	$ 2,736

The Bank's retained earnings at March 31, 2005 and 2004 include base year bad debt reserves which amounted to approximately $2.2 million, for which no federal income tax liability has been recognized. The amount of unrecognized deferred tax liability at March 31, 2005 and 2004 is approximately $760,000. This represents the balance of bad debt reserves created for tax purposes as of December 31, 1987. These amounts are subject to recapture in the unlikely event that the Company's banking subsidiaries (1) make distributions in excess of current and accumulated earnings and profits, as calculated for federal tax purposes, (2) redeem their stock, or (3) liquidate. Management does not expect this temporary difference to reverse in the foreseeable future.

The Company also has net operating loss carry forwards of approximately $2.3 million for federal tax purposes in connection with the acquisition of Today's Bancorp, Inc. Utilization of the net operating losses, which begin to expire at various times starting in 2019, is subject to certain limitations under Section 382 of the Internal Revenue Code.

The tax effects of certain tax benefits related to stock options are recorded directly to shareholders' equity.

<PAGE>

No valuation allowance for deferred tax assets was deemed necessary at March 31, 2005 or 2004 based upon the Company's anticipated future ability to generate taxable income from operations.

14. EMPLOYEE BENEFITS PLANS

Retirement Plan - The Riverview Bancorp, Inc. Employees' Savings and Profit Sharing Plan (the "Plan") is a defined contribution profit-sharing plan incorporating the provisions of Section 401(k) of the Internal Revenue Code. The plan covers all employees with at least six months and 500 hours of service who are over the age of 18. The Company matches the employee's elective contribution up to 4% of the employee's compensation. Company expenses related to the Plan for the years ended March 31, 2005, 2004 and 2003 were $154,000, $93,000 and $88,000, respectively.

Directors Deferred Compensation Plan - Directors may elect to defer their monthly directors' fees until retirement with no income tax payable by the director until retirement benefits are received. Executive and Senior Vice Presidents of the Company may also defer salary into this plan. This alternative is made available to them through a nonqualified deferred compensation plan. The Company accrues annual interest on the unfunded liability under the Directors Deferred Compensation Plan based upon a formula relating to gross revenues, which amounted to 6.04%, 7.12%, and 7.82% for the years ended March 31, 2005, 2004 and 2003, respectively. The estimated liability under the plan is accrued as earned by the participant. At March 31, 2005 and 2004, the Company's aggregate liability under the plan was $1.6 million and $1.4 million, respectively.

Bonus Programs - The Company maintains a bonus program for senior management and certain key individuals. The senior management bonus represents approximately 5% of fiscal year profits, assuming profit goals are attained, and is divided among senior management members in proportion to their salaries. The Company has an incentive program for branch managers that is paid to the managers based on the attainment of certain goals. The Company expensed $564,000, $482,000, $414,000 in bonuses during the years ended March 31, 2005, 2004 and 2003, respectively.

Management Recognition and Development Plan - On July 23, 1998, shareholders of the Company approved the adoption of the MRDP for the benefit of officers, employees and non-employee directors of the Company.

The objective of the MRDP is to retain personnel of experience and ability in key positions by providing them with a proprietary interest in the Company. The Company reserved 142,830 shares of common stock to be issued under the MRDP which are authorized but unissued shares. Awards under the MRDP were made in the form of restricted shares of common stock that are subject to restrictions on transfer of ownership. Compensation expense in the amount of the fair value of the common stock at the date of the grant to the plan participant was recognized over a five-year vesting period, with 20% vesting immediately upon grant. At March 31, 2005, all shares have been issued and fully vested. Compensation expense of none, $15,000 and $203,000 was recognized for the years ended March 31, 2005, 2004 and 2003, respectively.

Stock Option Plans - In July 1998, shareholders of the Company approved the adoption of the 1998 Stock Option Plan ("1998 Plan"). The 1998 Plan was effective October 1, 1998 and will expire on the tenth anniversary of the effective date, unless terminated sooner by the Board. Under the 1998 Plan, the Company may grant both incentive and non-qualified stock options up to 357,075 shares of its common stock to officers, directors and employees. The exercise price of each option granted under the 1998 Plan equals the fair market value of the Company's stock on the date of grant with a maximum term of ten years and options vest over five years. At March 31, 2005, there were options for 15,483 shares available for grant under the 1998 plan.

In July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan ("2003 Plan"). The 2003 Plan was effective July 2003 and will expire on the tenth anniversary of the effective date, unless terminated sooner by the Board. Under the 2003 Plan, the Company may grant both incentive and non-qualified stock options up to 229,277 shares of its common stock to officers, directors and employees. The exercise price of each option granted under the 2003 Plan equals the fair market value of the Company's stock on the date of grant with a maximum term of ten years from date of grant and options vest over five years. At March 31, 2005, no options had been granted under the 2003 plan.

<PAGE>

Stock option activity is summarized in the following table:

	Number of Shares	Weighted Average Exercise Price
Outstanding March 31, 2002	344,493	$ 12.46
Grants	15,000	14.00
Forfeited	(50,366)	13.75
Options exercised	(46,577)	8.96
Outstanding March 31, 2003	262,550	12.92
Grants	23,000	18.30
Options exercised	(40,281)	12.02
Outstanding March 31, 2004	245,269	13.57
Grants	23,000	20.62
Options exercised	(40,774)	13.14
Outstanding March 31, 2005	227,495	$14.36

Additional information regarding options outstanding as of March 31, 2005 is as follows:

			Options Outstanding			Options Exercisable
	Weighted Avg			Weighted			Weighted
	Remaining			Average			Average
Range of	Contractual	Number		Exercise	Number		Exercise
Exercise Price	Life (years)	Outstanding		Price	Exercisable		Price

$ 8.06 - $12.31	4.72	44,498		$ 10.89	43,498		$ 10.93
13.51 - 13.75	3.78	131,997		13.73	129,997		13.74
14.97 - 19.02	8.16	28,000		17.71	12,200		17.48
20.20 - 21.65	9.29	23,000		20.62	3,000		20.20
		227,495			188,695

15. EMPLOYEE STOCK OWNERSHIP PLAN

The Company ESOP covers all employees with at least one year and 1000 hours of service who are over the age of 21. Shares are released for allocation at the discretion of the Board of Directors and allocated to participant accounts on December 31 of each year until 2011. ESOP compensation expense included in salaries and benefits was $520,000, $477,000 and $372,000 for years ended March 31, 2005, 2004 and 2003, respectively.

ESOP share activity is summarized in the following table:

<PAGE>

	Fair Value of Unreleased Shares	Unreleased ESOP Shares	Allocated and Released Shares	Total
Balance, March 31, 2002	$3,077,000	246,330	234,962	481,292
Allocation December 31, 2002		(24,633)	24,633	-
Balance, March 31, 2003	$3,490,000	221,697	259,595	481,292
Allocation December 31, 2003		(24,633)	24,633	-
Balance, March 31, 2004	$4,083,000	197,064	284,228	481,292
Allocation December 31, 2004		(24,633)	24,633	-
Balance, March 31, 2005	$3,664,000	172,431	308,861	481,292

16. SHAREHOLDERS' EQUITY AND REGULATORY CAPITAL REQUIREMENTS

The Company's Board of Directors authorized 250,000 shares of serial preferred stock as part of the Conversion and Reorganization completed on September 30, 1997. No preferred shares were issued or outstanding at March 31, 2005 or 2004.

The Bank is subject to various regulatory capital requirements administered by the Office of Thrift Supervision ("OTS"). Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk, weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total and Tier I capital to risk-weighted assets, of core capital to total assets and tangible capital to tangible assets (set forth in the table below). Management believes the Bank meets all capital adequacy requirements to which it is subject as of March 31, 2005.

As of March 31, 2005, the most recent notification from the OTS categorized the Bank as "well capitalized" under the regulatory framework for prompt corrective action. To be categorized as "well capitalized," the Bank must maintain minimum total capital and Tier I capital to risk weighted assets, core capital to total assets and tangible capital to tangible assets (set forth in the table below). There are no conditions or events since that notification that management believes have changed the Company's category.

The Bank's actual and required minimum capital amounts and ratios are presented in the following table (dollars in thousands):

		Actual		For Capital Adequacy Purposes		Categorized as "Well Capitalized" Under Prompt Corrective Action Provision

	Amount		Ratio	Amount	Ratio	Amount	Ratio
March 31, 2005
Total Capital:
(To Risk Weighted Assets)	$ 57,397		12.37%	$ 37,116	8.0%	$ 46,396	10.0%
Tier I Capital:
(To Risk Weighted Assets)	53,002		11.42	18,558	4.0	27,837	6.0
Tier I Capital:
(To Adjusted Tangible Assets)	53,002		9.54	16,664	3.0	27,773	5.0
Tangible Capital:
(To Tangible Assets)	53,002		9.54	8,332	1.5	N/A	N/A

<PAGE>

		Actual		For Capital Adequacy Purposes		Categorized as "Well Capitalized" Under Prompt Corrective Action Provision

	Amount		Ratio	Amount	Ratio	Amount	Ratio
March 31, 2004
Total Capital:
(To Risk Weighted Assets)	$ 53,952		12.78%	$ 33,760	8.0%	$ 42,200	10.0%
Tier I Capital:
(To Risk Weighted Assets)	49,471		11.72	16,880	4.0	25,320	6.0
Tier I Capital:
(To Adjusted Tangible Assets)	49,471		9.81	15,125	3.0	25,209	5.0
Tangible Capital:
(To Tangible Assets)	49,471		9.81	7,563	1.5	N/A	N/A

<PAGE>

The following table is a reconciliation of the Bank's capital, calculated according to GAAP to regulatory tangible and risk-based capital at March 31, 2005 (in thousands):

Equity	$ 62,832
Net unrealized securities loss	122
Core deposit intangible, goodwill and software	(9,905)
Servicing asset	(47)
Tangible capital	53,002
General valuation allowance	4,395
Total capital	$ 57,397

At periodic intervals, the OTS and the FDIC routinely examine the Company's financial statements as part of their legally prescribed oversight of the savings and loan industry. Based on their examinations, these regulators can direct that the Company's financial statements be adjusted in accordance with their findings. A future examination by the OTS or the FDIC could include a review of certain transactions or other amounts reported in the Company's 2005 financial statements. In view of the uncertain regulatory environment in which the Company operates, the extent, if any, to which a forthcoming regulatory examination may ultimately result in adjustments to the 2005 financial statements cannot presently be determined.

The following table summarizes the Company's common stock repurchased in each of the last three fiscal years (dollars in thousands):

	Shares	Value
2005	-	$ -
2004	81,500	$1,510
2003	196,100	$2,882

17. EARNINGS PER SHARE

Basic earning per share ("EPS") is computed by dividing net income applicable to common stock by the weighted average number of common shares outstanding during the period, without considering any dilutive items. Diluted EPS is computed by dividing net income applicable to common stock by the weighted average number of common shares and common stock equivalents for items that are dilutive, net of shares assumed to be repurchased using the treasury stock method at the average share price for the Company's common stock during the period. Common stock equivalents arise from assumed conversion of outstanding stock options and from assumed vesting of shares awarded but not released under the Company's MRDP plan. ESOP shares are not considered outstanding for earnings per share purposes until they are committed to be released.

		Years Ended March 31,
	2005		2004	2003
Basic EPS computation:
Numerator-Net income	$ 6,529,000		$ 6,554,000	$ 4,359,000
Denominator-Weighted average common shares outstanding	4,816,745		4,640,485	4,365,855
Basic EPS	$ 1.36		$ 1.41	$ 1.00
Diluted EPS computation:
Numerator-Net Income	$ 6,529,000		$ 6,554,000	$ 4,359,000
Denominator-Weighted average
common shares outstanding	4,816,745		4,640,485	4,365,855
Effect of dilutive stock options	74,428		72,149	50,437
Effect of dilutive MRDP	-		1,695	8,441
Weighted average common shares
and common stock equivalents	4,891,173		4,714,329	4,424,733
Diluted EPS	$ 1.33		$ 1.39	$ 0.99

<PAGE>

18. FAIR VALUE OF FINANCIAL INSTRUMENTS

The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of SFAS No. 107, Disclosures About Fair Value of Financial Instruments. The Company, using available market information and appropriate valuation methodologies, has determined the estimated fair value amounts. However, considerable judgment is necessary to interpret market data in the development of the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The estimated fair value of financial instruments is as follows (in thousands):

		March 31,
		2005			2004
	Carrying Value		Fair Value	Carrying Value		Fair Value
Assets:
Cash	$ 61,719		$ 61,719	$ 47,907		$ 47,907
Investment securities available for sale	22,945		22,945	32,883		32,883
Mortgage-backed securities held to maturity	2,343		2,402	2,517		2,591
Mortgage-backed securities available for sale	11,619		11,619	10,607		10,607
Loans receivable, net	429,449		428,368	381,127		390,750
Loans held for sale	510		510	407		407
Mortgage servicing rights	470		1,100	624		669
FHLB stock	6,143		6,143	6,034		6,034

Liabilities:
Demand - Savings deposits	307,572		307,572	276,606		276,881
Time deposits	149,306		148,941	132,509		134,926

FHLB advances - long-term	40,000		40,120	40,000		42,011

Fair value estimates, methods and assumptions are set forth below.

Investments and Mortgage-Backed Securities - Fair values were based on quoted market rates and dealer quotes.

Loans Receivable and Loans Held for Sale - Loans were priced using a discounted cash flow method. The discount rate used was the rate currently offered on similar products, risk adjusted for credit concerns or dissimilar characteristics. For variable rate loans that reprice frequently and have no significant change in credit, fair values are based on carrying values.

Mortgage Servicing Rights- The fair value of mortgage servicing rights was determined using the Company's model, which incorporates the expected life of the loans, estimated cost to service the loans, servicing fees received and other factors. The Company calculates MSR's fair value by stratifying MSR's based on the predominant risk characteristics that include the underlying loan's interest rate, cash flows of the loan, origination date and term. Key economic assumptions that vary due to changes in market interest rates are used to determine the fair value of the MSR's and include expected prepayment speeds, which impact the average life of the portfolio, annual service cost, annual ancillary income and the discount rate used in valuing the cash flows. At March 31, 2005, the MSR's fair value totaled $1.1 million, which was estimated using a range of prepayment speed assumptions (The Bond Market Association's standard prepayment) values that ranged from 120 to 940.

Deposits - The fair value of time deposits with no stated maturity such as non-interest-bearing demand deposits, savings, NOW accounts, and money market and checking accounts was equal to the amount payable on demand. The fair value of time deposits with stated maturity was based on the discounted value of contractual cash flows. The discount rate was estimated using rates currently available in the local market.

Federal Home Loan Bank Advances - The fair value for FHLB advances was based on the discounted cash flow method. The discount rate was estimated using rates currently available from the FHLB.

<PAGE>

Off-Balance Sheet Financial Instruments - The estimated fair value of loan commitments approximates fees recorded associated with such commitments as of March 31, 2005 and 2004. Since the majority of the Bank's off-balance-sheet instruments consist of non-fee producing, variable rate commitments, the Bank has determined they do not have a distinguishable fair value.

Other - The carrying value of other financial instruments was determined to be a reasonable estimate of their fair value.

Limitations - The fair value estimates presented herein were based on pertinent information available to management as of March 31, 2005 and 2004. Although management was not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements on those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

Fair value estimates were based on existing financial instruments without attempting to estimate the value of anticipated future business. The fair value has not been estimated for assets and liabilities that were not considered financial instruments.

19. COMMITMENTS AND CONTINGENCIES

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments generally include commitments to originate mortgage, commercial and consumer loans. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The Company's maximum exposure to credit loss in the event of nonperformance by the borrower is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments as it does for on-balance sheet instruments. Commitments to extend credit are conditional, and are honored for up to 45 days subject to the Company's usual terms and conditions. Collateral is not required to support commitments.

At March 31, 2005, the Company had commitments to originate fixed rate mortgage loans of $439,000 at interest rates ranging from 5.4% to 7.9%. At March 31, 2005, commitments to originate adjustable rate mortgage loans were $6.6 million at an average interest rate of 6.99%. Undisbursed balance of mortgage loans closed was $37.4 million at March 31, 2005. Commitments to originate consumer loans totaled $814,000 and unused lines of consumer credit totaled $20.2 million at March 31, 2005. Commercial real estate loan commitments to originate loans totaled $11.4 million. Undisbursed balance of commercial real estate mortgage loans closed was $21.5 million at March 31, 2005. Commercial loan commitments totaled $200,000 and unused commercial lines of credit totaled $36.0 million.

The allowance for unfunded loan commitments was $253,000 at March 31, 2005.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily used to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. Collateral held varies as specified above, and is required in instances where the Bank deems necessary. At March 31, 2005 and 2004, standby letters of credit totaled $346,000 and $173,000, respectively.

Most of the Bank's business activity is with customers located in the states of Washington and Oregon. Investments in state and municipal securities involve government entities primarily within the state of Washington. Loans are generally limited, by federal and state banking regulation, to 10% of the Bank's shareholder's equity, excluding accumulated other comprehensive income (loss). As of March 31, 2005 and 2004, the Bank had no individual industry concentrations.

At March 31, 2005, the Company had firm commitments to sell $510,000 of residential loans to FHLMC. These agreements are short term fixed rate commitments and no material gain or loss is likely.

In connection with certain asset sales, the Bank typically makes representation and warranties about the underlying assets conforming to specified guidelines. If the underlying assets do not conform to the specifications, the Bank may have an obligation to repurchase the assets or indemnify the purchaser against loss. As of March 31, 2005, loans under warranty totaled $119.7 million, which substantially represents the unpaid principal balance of the Company's loans serviced for other portfolio. The Bank believes that the potential for loss under these arrangements is remote. Accordingly, no contingent liability is recorded in the financial statements.

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At March 31, 2005, scheduled maturities of certificates of deposit, FHLB advances and future operating minimum lease commitments were as follows (in thousands):

	Within 1 year	1-3 Years	4-5 Years	Over 5 Years	Total Balance
Certificates of deposit	$77,058	$39,106	$28,233	$ 4,909	$149,306
FHLB advances	15,000	25,000	-	-	40,000
Operating leases	990	1,772	1,664	1,737	6,163
Total other contractual obligations	$93,048	$65,878	$29,897	$ 6,646	$195,469

The Company is party to litigation arising in the ordinary course of business. In the opinion of management, these actions will not have a material adverse effect, if any, on the Company's financial position, results of operations, or liquidity.

The Bank has entered into employment contracts with certain key employees which provide for contingent payment subject to future events.

20. PROPOSED ACQUISITION

On November 9, 2004, the Company announced the signing of a definitive agreement for the acquisition of American Pacific Bank by merger with the Bank. Upon completion of the merger, shareholders of American Pacific Bank will be entitled to receive either cash or shares of the Company's common stock in exchange for each share of American Pacific Bank common stock. The aggregate consideration payable to stockholders of American Pacific Bank will be composed of approximately $17.6 million in cash (including cash paid to stock option holders) and 788,593 shares of the Company's common stock. These amounts are subject to adjustment for any American Pacific Bank stock options that are exercised prior to the closing of the merger. The transaction is intended to qualify as a tax-free exchange for federal income tax purposes. As a result, the shares of the Company's common stock issued in exchange for American Pacific Bank common stock, will be received by shareholders on a tax-free basis. The transaction will increase the Company's assets from $573 million as of March 31, 2005, to approximately $700 million, and will increase its number of banking offices from 14 to 17.

The merger has been unanimously approved by the directors of both companies, and the shareholders of American Pacific Bank. The merger was completed in the second calendar quarter of 2005.

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21. RIVERVIEW BANCORP, INC. (PARENT COMPANY)

BALANCE SHEETS March 31, 2005 AND 2004
(In thousands)	2005	2004

ASSETS
Cash (including interest earning accounts of $6,623 and $5,268)	$ 6,921		$ 5,400
Investment in the Bank	62,832		59,960
Other assets	726		423
Deferred income taxes	31		109
TOTAL ASSETS	$ 70,510		$ 65,892
LIABILITIES AND SHAREHOLDERS' EQUITY
Accrued expenses and other liabilities	$ 237		$ 41
Dividend payable	751		669
Shareholders' equity	69,522		65,182
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 70,510		$ 65,892

STATEMENTS OF INCOME YEARS ENDED MARCH 31, 2005, 2004 AND 2003
(In thousands)	2005	2004	2003

INCOME:
Dividend income from Bank	$ 3,813	$ 12,952	$ 6,094
Interest on investment securities and other short-term investments	98	28	48
Interest on loan receivable from the Bank	165	180	193
Gain on sale of securities	-	-	162
Other income	-	2	-
Total income	4,076	13,162	6,497
EXPENSE:
Management service fees paid to the Bank	143	122	107
Other expenses	213	189	165
Total expense	356	311	272
INCOME BEFORE FEDERAL INCOME TAXES AND EQUITY IN UNDISTRIBUTED INCOME OF THE BANK	3,720	12,851	6,225
(BENEFIT) PROVISION FOR FEDERAL INCOME TAXES	(31)	(117)	1
INCOME OF PARENT COMPANY	3,751	12,968	6,224
EQUITY IN UNDISTRIBUTED INCOME (LOSS) OF THE BANK	2,778	(6,414)	(1,865)
NET INCOME	$ 6,529	$ 6,554	$ 4,359

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RIVERVIEW BANCORP, INC. (PARENT COMPANY)

STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 2005, 2004 AND 2003

(In thousands)	2005	2004	2003

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 6,529	$ 6,554	$ 4,359
Adjustments to reconcile net income to cash provided by operating activities:
Equity in undistributed earnings of the Bank	(2,778)	6,414	1,865
Provision for deferred income taxes	78	2	-
Earned ESOP shares	520	477	372
Earned MRDP shares	-	15	203
Net gain on sale of investment securities	-	-	(162)
Changes in assets and liabilities:
(Increase) in other assets, net of acquisition	(301)	(536)	(156)
(Decrease) increase accrued expenses and other liabilities	(159)	(246)	84
Net cash provided by operating activities	3,889	12,680	6,565

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from call, maturity, or sale of investment securities available for sale	-	-	1,518
Acquisition	-	(9,482)	-
Net cash (used) provided by investing activities	-	(9,482)	1,518

CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid	(2,904)	(2,490)	(2,127)
Repurchase of common stock	-	(1,510)	(2,882)
Proceeds from exercise of stock options	536	485	417
Net cash used by financing activities	(2,368)	(3,515)	(4,592)

NET (DECREASE) INCREASE IN CASH	1,521	(317)	3,491

CASH, BEGINNING OF YEAR	5,400	5,717	2,226

CASH, END OF YEAR	$ 6,921	$ 5,400	$ 5,717

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RIVERVIEW BANCORP, INC.
SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

(In thousands, except share data)	Three Months Ended

	March 31	December 31	September 30	June 30
Fiscal 2005:
Interest income	$ 7,849	$ 7,496	$ 7,530	$ 7,093
Interest expense	2,145	1,947	1,764	1,539
Net interest income	5,704	5,549	5,766	5,554
Provision for loan losses	150	70	50	140
Non-interest income	1,845	323	1,698	2,640
Non-interest expense	4,915	4,743	4,614	4,832
Income before income taxes	2,484	1,059	2,800	3,222
Provision for income taxes	816	299	898	1,023
Net income	$ 1,668	$ 760	$ 1,902	$ 2,199
Basic earnings per share (1)	$ 0.34	$ 0.16	$ 0.40	$ 0.46
Diluted earnings per share (1)	$ 0.34	$ 0.16	$ 0.39	$ 0.45
Fiscal 2004:
Interest income	$ 7,035	$ 7,191	$ 7,227	$ 6,131
Interest expense	1,572	1,729	1,822	1,504
Net interest income	5,463	5,462	5,405	4,627
Provision for loan losses	140	-	-	70
Non-interest income	1,505	1,419	2,049	1,616
Non-interest expense	4,489	4,570	4,578	3,935
Income before income taxes	2,339	2,311	2,876	2,238
Provision for income taxes	742	772	958	738
Net income	$ 1,597	$ 1,539	$ 1,918	$ 1,500
Basic earnings per share (1)	$ 0.33	$ 0.32	$ 0.41	$ 0.34
Diluted earnings per share (1)	$ 0.33	$ 0.32	$ 0.41	$ 0.34

(1) Quarterly earnings per share varies from annual earnings per share due to rounding.

Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

Not Applicable

Item 9A. Controls and Procedures

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

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(b) Changes in Internal Controls: There was no change in the Company's internal control over financial reporting during the Company's most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

(c) Management's Annual Report on Internal Control Over Financial Reporting: The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Act). As required by Rule 13a-15(c) of the Act, management has evaluated the effectiveness of the Company's internal control over financial reporting. Management's Annual Report on Internal Control Over Financial Reporting appears in Item 8 of this Form 10-K.

Item 9B. Other Information

There was no information to be disclosed by the Company in a report on Form 8-K during the fourth quarter of fiscal 2005 that was not so disclosed.

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PART III

Item 10. Directors and Executive Officers of the Registrant

The information contained under the section captioned "Proposal I - Election of Directors" contained in the Company's Proxy Statement for the 2005 Annual Meeting of Stockholders, and "Part I -- Business -- Personnel -- Executive Officers" of this Form 10-K, is incorporated herein by reference. Reference is made to the cover page of this Form 10-K for information regarding compliance with Section 16(a) of the Exchange Act.

In December 2003, the Board of Directors adopted the Officer and Director Code of Ethics. The code is applicable to each of the Company's officers, including the principal executive officer and senior financial officers, and requires individuals to maintain the highest standards of professional conduct. A copy of the Code of Ethics is available on the Company's website at www.riverviewbank.com.

Item 11. Executive Compensation

The information contained under the sections captioned "Executive Compensation" and "Directors' Compensation" under "Proposal I - Election of Directors" in the Proxy Statement for the 2005 Annual Meeting of Stockholders is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the sections captioned "Security Ownership of Certain Beneficial Owners and Management" and "Executive Compensation" in the Proxy Statement for the 2005 Annual Meeting of Stockholders.

Equity Compensation Plan Information. The following table summarizes share and exercise price information about the Company's equity compensation plan as of March 31, 2005.

Plan category	Number of securities to be issued upon exercise of outstanding options	Weighted-average price of outstanding options	Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (A)
Equity compensation plans approved by security holders:	(A)	(B)	(C)
2003 Stock Option Plan(1)	-	-	229,277
1998 Stock Option Plan	227,495	$14.36	15,483

Equity compensation plans not approved by security holders:	-	-	-
	______		______
Total	227,495		244,760

(1) At March 31, 2005, no options had been granted under the 2003 Plan.

<PAGE>

Item 13. Certain Relationships and Related Transactions

The information set forth under the section captioned "Proposal I - Election of Directors - Transactions with Management" in the Proxy Statement for the 2005 Annual Meeting of Stockholders is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

This information set forth under the section captioned "Independent Auditors" in the Proxy statement for the 2005 Annual Meeting of Stockholders is incorporated herein by reference.

<PAGE>

PART IV

Item 15. Exhibits and Financial Statement Schedules


(a) 1.	Financial Statements See "Part II -Item 8. Financial Statements and Supplementary Data."

2.	Financial Statement Schedules All schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.

3.	Exhibits
	3.1	Articles of Incorporation of the Registrant(1)
	3.2	Bylaws of the Registrant(2)
	4	Form of Certificate of Common Stock of the Registrant(1)
	10.1	Employment Agreement with Patrick Sheaffer(3)
	10.2	Employment Agreement with Ronald A. Wysaske(3)
	10.3	Severance Agreement with Karen Nelson(3)
	10.4	Severance Agreement with John A. Karas(4)
	10.5	Employee Severance Compensation Plan(3)
	10.6	Employee Stock Ownership Plan(5)
	10.7	Management Recognition and Development Plan(6)
	10.8	1998 Stock Option Plan(6)
	10.9	1993 Stock Option and Incentive Plan(6)
	10.10	Form of Severance Agreement Entered into by Officers(7)
	10.11	2003 Stock Option Plan(8)
	21	Subsidiaries of Registrant
	23	Consent of Independent Registered Public Accounting Firm
	23.1	Consent of Independent Registered Public Accounting Firm
	31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
	31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act
	32	Certification Pursuant to Section 906 of the Sarbanes-Oxley Act


(1)	Filed as an exhibit to the Registrant's Registration Statement on Form S-1 (Registration No. 333-30203), and incorporated herein by reference.
(2)	Filed as an exhibit to the Registrant's Current Report on Form 8-K dated April 20, 2005, and incorporated herein by reference.
(3)	Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended September 30, 1997, and incorporated herein by reference.
(4)	Filed as an exhibit to the Registrant's Form 10-K for the year ended March 31, 2002, and incorporated herein by reference.
(5)	Filed as an exhibit to the Registrant's Form 10-K for the year ended March 31, 1998, and incorporated herein by reference.
(6)	Filed on October 23, 1998, as an exhibit to the Registrant's Registration Statement on Form S-8, and incorporated herein by reference.
(7)	Filed as an exhibit to the Registrant's Form 10-K for the year ended March 31, 2004, and incorporated herein by reference.
(8)	Filed as an exhibit to the Registrant's Annual Meeting Proxy Statement dated June 5, 2003 and incorporated herein by reference.

100

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.


	RIVERVIEW BANCORP, INC.


Date: June 13, 2005	By: /s/ Patrick Sheaffer Patrick Sheaffer Chairman of the Board and Chief Executive Officer (Duly Authorized Representative)

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


By: /s/ Patrick Sheaffer Patrick Sheaffer Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	By: /s/ Ronald A. Wysaske Ronald A. Wysaske President and Chief Operating Officer Director

Date: June13, 2005	Date: June13, 2005

By: /s/ Ron Dobyns Ron Dobyns Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	By: /s/ Paul L. Runyan Paul L. Runyan Director

Date: June13, 2005	Date: June13, 2005

By: /s/ Robert K. Leick Robert K. Leick Director	By: /s/ Gary R. Douglass Gary R. Douglass Director

Date: June13, 2005	Date: June13, 2005

By: /s/ Edward R. Geiger Edward R. Geiger Director	By: /s/ Michael D. Allen Michael D. Allen Vice Chairman of the Board and Director

Date: June13, 2005	Date: June13, 2005

101

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Exhibit 21
Subsidiaries of the Registrant

Parent

Riverview Bancorp, Inc.

Subsidiaries (a)	Percentage Owned	State of Incorporation
Riverview Community Bank	100%	Federal
Riverview Services, Inc. (b)	100%	Washington
Riverview Asset Management Corp. (b)	85%	Washington


(a)	The operation of the Registrant's wholly and majority owned subsidiaries are included in the Registrant's Financial Statements contained in Item 8 of this Form 10-K.

(b)	This corporation is a subsidiary of Riverview Community Bank.

102

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Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-66049, 333-38887 and 333-109894 on Form S-8 of Riverview Bancorp, Inc., of our reports dated June 10, 2005 relating to our audits of the consolidated financial statements and internal control over financial reporting, which appear in this Annual Report on Form 10-K of Riverview Bancorp, Inc. for the year ended March 31, 2005.

/s/McGladrey & Pullen, LLP

McGladrey & Pullen, LLP
June 10, 2005

103

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-66049, 333-38887, and 333-116062 on Form S-8, of our report dated May 2, 2003, relating to the consolidated statements of income, shareholders' equity, and cash flows of Riverview Bancorp, Inc., appearing in this Annual Report on Form 10-K of Riverview Bancorp, Inc. for the year ended March 31, 2005.

/s/ Deloitte & Touche LLP

DELOITTE & TOUCHE LLP

Portland, Oregon
June 10, 2005

104

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Exhibit 31.1

Certification Required
By Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Patrick Sheaffer, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Riverview Bancorp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 4 and 15d-15(e) 4) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 13, 2005	/S/ Patrick Sheaffer Patrick Sheaffer Chairman and Chief Executive Officer

105

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Exhibit 31.2

Certification Required
By Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

I, Ron Dobyns, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Riverview Bancorp, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) 4 and 15d-15(e) 4) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:


a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fiscal fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and


5.	The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):


a)	all significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data information; and

b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: June 13, 2005	/S/ Ron Dobyns Ron Dobyns Chief Financial Officer

106

<PAGE>

Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF RIVERVIEW BANCORP, INC.
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned herby certify, pursuant to Section 906 of the Sarbanes-Oxley act of 2002 and in connection with this Annual Report on Form 10-K that:


1.	the report fully complies with the requirements of sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, and

2.	the information contained in the report fairly presents, in all material respects, the company's financial condition and results of operations.


/S/ Patrick Sheaffer Patrick Sheaffer Chief Executive Officer	/S/ Ron Dobyns Ron Dobyns Chief Financial Officer

Dated: June 13, 2005

107

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