<SEC-DOCUMENT>0000939057-01-500110.txt : 20011112
<SEC-HEADER>0000939057-01-500110.hdr.sgml : 20011112
ACCESSION NUMBER:		0000939057-01-500110
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20010930
FILED AS OF DATE:		20011105

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			RIVERVIEW BANCORP INC
		CENTRAL INDEX KEY:			0001041368
		STANDARD INDUSTRIAL CLASSIFICATION:	SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035]
		IRS NUMBER:				911838969
		STATE OF INCORPORATION:			WA
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10-Q
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-22957
		FILM NUMBER:		1774863

	BUSINESS ADDRESS:	
		STREET 1:		700 NE FOURTH AVENUE
		CITY:			CAMUS
		STATE:			WA
		ZIP:			98607
		BUSINESS PHONE:		3608342231

	MAIL ADDRESS:	
		STREET 1:		700 N W FOURTH AVENUE
		CITY:			CAMUS
		STATE:			WA
		ZIP:			98607
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>q1011136.txt
<DESCRIPTION>RIVERVIEW BANCORP, INC. FORM 10-Q
<TEXT>


                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended  September 30, 2001
                               -------------------

                                       OR

 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
       EXCHANGE ACT OF 1934

For the transition period from           to
                              ----------    ------------

                         COMMISSION FILE NUMBER: 0-22957

                             RIVERVIEW BANCORP, INC.
               (Exact name of registrant as specified in its charter)

WASHINGTON                                   91-1838969
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)         Identification No.)


                  900 WASHINGTON, SUITE 900 VANCOUVER, WA 98660
                     (Address of principal executive office)

Registrant's telephone number, including area code: (360)693-6650

Check whether the registrant: (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or for
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes[X] No[ ]

APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding
of each of the issuer's classes of common stock, as of the latest practicable
date: Common Stock, $.01 par value---4,509,840 shares as of September 30, 2001.


<PAGE>



                            FORM 10-Q

                  RIVERVIEW BANCORP, INC. AND SUBSIDIARY

                              INDEX

PART I.  FINANCIAL INFORMATION                                          PAGE
                                                                        ----
Item 1: Financial Statements (Unaudited)

       Consolidated Balance Sheets
        as of September 30, 2001 and March 31, 2001                      1

       Consolidated Statements of Income: Three and Six
        Months Ended September 30, 2001 and 2000                         2

       Consolidated Statements of Shareholders' Equity
        for the Year Ended March 31, 2001 and for the
        Six Months Ended September 30, 2001                              3

       Consolidated Statements of Cash Flows for the
        Six Months Ended September 30, 2001 and 2000                     4

       Notes to Consolidated Financial Statements                      5-12

Item 2: Management's Discussion and Analysis of
         Financial Condition and Results of Operations                12-21

Item 3: Quantitative and Qualitative Disclosures
         About Market Risk                                              21



PART II. OTHER INFORMATION                                              22


SIGNATURES                                                              23



                                      1
<PAGE>


RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2001 AND MARCH 31, 2001

                                                     SEPTEMBER 30,    MARCH 31,
(IN THOUSANDS, EXCEPT SHARE DATA)  (UNAUDITED)         2001             2001
-------------------------------------------------------------------------------
ASSETS

Cash (including interest-earning accounts of $51,829
 and $26,460)                                            $66,024        $38,935
Loans held for sale                                        1,294            569
Investment securities held to maturity, at amortized cost
 (fair value of  $877 and $867)                              839            861
Investment securities available for sale, at fair value
 (amortized cost of $20,019 and $26,060)                  19,839         25,561
Mortgage-backed securities held to maturity, at amortized
 cost (fair value of $5,442 and $6,486)                    5,326          6,405
Mortgage-backed securities available for sale, at fair
 value (amortized cost of $49,073 and $43,224)            49,904         43,139
Loans receivable (net of allowance for loan losses of
 $2,234 and $1,916)                                      268,939        296,292
Real estate owned                                            707            473
Prepaid expenses and other assets                            942          1,002
Accrued interest receivable                                2,176          2,394
Federal Home Loan Bank stock, at cost                      5,149          4,432
Premises and equipment, net                               10,373         10,055
Deferred income taxes, net                                   582            856
Core deposit intangible, net                                 859          1,022
                                                      ----------     ----------
TOTAL ASSETS                                            $432,953       $431,996
                                                      ==========     ==========

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

  Deposit accounts                                      $275,560       $295,523
  Accrued expenses and other liabilities                   3,849          4,034
  Advance payments by borrowers for taxes and insurance      232            218
  Federal Home Loan Bank advances                         99,500         79,500
                                                      ----------     ----------
Total liabilities                                        379,141        379,275

COMMITMENTS AND CONTINGENCIES (NOTE 14)

SHAREHOLDERS' EQUITY:
  Serial preferred stock, $.01 par value; 250,000 authorized,
   issued and outstanding, none                                -              -
  Common stock, $.01 par value; 50,000,000 authorized,
   Sept. 30, 2001 - 4,836,221 issued, 4,509,840 outstanding;
   March 31, 2001 - 4,981,421 issued, 4,655,040 outstanding   48             50
  Additional paid-in capital                              37,082         38,687
  Retained earnings                                       18,783         17,349
  Unearned shares issued to employee stock ownership
   trust                                                  (2,114)        (2,217)
  Unearned shares held by the management recognition
    and development plan                                    (416)          (762)
  Accumulated other comprehensive income (loss)              429           (386)
                                                      ----------     ----------
        Total shareholders' equity                        53,812         52,721
                                                      ----------     ----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY              $432,953       $431,996
                                                      ==========     ==========

See notes to consolidated financial statements.

                                     2
<PAGE>

<PAGE>
<TABLE>
RIVERVIEW BANCORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME                      THREE MONTHS ENDED          SIX MONTHS ENDED
                                                          SEPTEMBER 30,               SEPTEMBER 30,
(IN THOUSANDS, EXCEPT SHARE DATA)(UNAUDITED)             2001        2000         2001       2000
--------------------------------------------------- ---------   ---------     --------   --------
INTEREST INCOME:
<s>                                                  <c>          <c>          <c>         <c>
  Interest and fees on loans receivable              $  6,237    $  6,497      $13,099    $12,630
  Interest on investment securities                       103         207          254        415
  Interest on mortgage-backed securities                  739         774        1,423      1,580
  Other interest and dividends                            544         245        1,177        343
                                                          ---         ---        -----        ---
        Total interest income                           7,623       7,723       15,953     14,968

INTEREST EXPENSE:
  Interest on deposits                                  2,378       2,680        5,424      5,108
  Interest on borrowings                                1,572       1,342        3,076      2,417
                                                     --------    --------      -------   --------
        Total interest expense                          3,950       4,022        8,500      7,525
                                                     --------    --------      -------   --------
        Net interest income                             3,673       3,701        7,453      7,443
  Less provision for loan losses                            -           -          510        594
                                                     --------    --------      -------   --------
       Net interest income after
        provision for loan losses                       3,673       3,701        6,943      6,849
                                                      -------     -------      -------   --------
NON-INTEREST INCOME:
  Fees and service charges                                847         642        1,754      1,242
  Asset management services                               157         132          388        240
  Gain on sale of loans held for sale                     252          14          381         19
  Gain on sale of securities                              863           -          863          -
  Gain on sale of other real estate owned                  18          11           18         11
    Gain on sale of land and fixed assets                   4         309            4        309
  Loan servicing income (expense)                          (9)         32           12         64
  Other                                                    18          20           33         41
                                                      -------     -------      -------   --------
        Total non-interest income                       2,150       1,160        3,453      1,926
                                                      -------     -------      -------   --------
NON-INTEREST EXPENSE:
  Salaries and employee benefits                        1,849       1,674        3,741      3,304
  Occupancy and depreciation                              538         452        1,073        835
  Data processing                                         137         218          395        426
  Amortization of core deposit intangible                  81          81          163        163
  Marketing expense                                       187         227          363        395
  FDIC insurance premium                                   13          12           26         23
  State and local taxes                                   102          82          202        150
  Telecommunications                                       59          57          116        120
  Professional fees                                        75          21          163         93
  Other                                                   309         302          628        540
                                                      -------     -------      -------   --------
        Total non-interest expense                      3,350       3,126        6,870      6,049
                                                      -------     -------      -------   --------
INCOME BEFORE FEDERAL INCOME TAXES                      2,473       1,735        3,526      2,726

PROVISION FOR FEDERAL INCOME TAXES                        777         556        1,073        869
                                                      -------     -------      -------   --------
NET INCOME                                            $ 1,696    $ 1,179       $ 2,453     $1,857
                                                      =======    =======       =======     ======

Earnings per common share:
        Basic                                         $  0.37     $  0.26       $ 0.53     $ 0.41
        Diluted                                          0.36        0.26         0.52       0.40

Weighted average number of shares outstanding:

        Basic                                       4,624,771   4,551,528    4,644,416  4,542,328

        Diluted                                     4,733,489   4,620,941    4,752,476  4,614,183

See notes to consolidated financial statements.
</TABLE>


                                        3
<PAGE>



RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
FOR THE YEAR ENDED MARCH 31, 2001
AND THE SIX MONTHS ENDED SEPTEMBER 30, 2001
(UNAUDITED)
<TABLE>
                                                               UNEARNED
                                                               SHARES
                                                               ISSUED TO
                                                               EMPLOYEE   UNEARNED   ACCUMULATED
                            COMMON STOCK  ADDITIONAL           STOCK      SHARES     OTHER
(IN THOUSANDS,                              PAID-IN  RETAINED  OWNERSHIP  ISSUED TO  COMPREHENSIVE
 EXCEPT SHARE DATA)         SHARES  AMOUNT  CAPITAL  EARNINGS   TRUST       MRDP    (INCOME)         TOTAL
-------------------------------------------------------------------------------------------------------------
<s>                      <c>         <c>    <c>      <c>       <c>        <c>        <c>            <c>
Balance April 1, 2000    4,521,209   $ 49   $38,457  $15,652   $(2,422)   $(1,178)   $(2,069)       $48,489
Cash Dividends                   -      -         -   (1,860)        -          -          -         (1,860)
Exercise of stock options   78,918      1       221        -         -          -          -            222
Earned ESOP shares          24,633      -         9        -       205          -          -            214
Earned MRDP shares          30,280      -         -        -         -        416          -            416
                       -----------   ----   -------  -------   -------    -------    -------        -------
                         4,655,040     50    38,687   13,792    (2,217)      (762)    (2,069)        47,481
Comprehensive income:
 Net income                      -      -         -    3,557         -          -          -          3,557
 Other comprehensive income:
  Unrealized holding gain on
  securities of $1,683 (net
  of $867 tax effect).           -      -         -        -         -          -      1,683          1,683
                                                                                                      -----
Total comprehensive income       -      -         -        -         -          -          -          5,240
                         ---------  -----   -------  -------    ------     ------   --------       --------
Balance, March 31, 200  14,655,040     50    38,687   17,349    (2,217)      (762)      (386)        52,721
 Cash dividends                  -      -         -   (1,019)        -          -                    (1,019)
 Stock repurchased and
   retired                (145,200)    (2)   (1,633)       -         -          -          -         (1,635)
 Earned ESOP shares              -      -        28        -        103                    -            131
 Earned MRDP shares              -      -         -        -          -       346          -            346
                         ---------   ----   -------  -------    -------    ------   --------       --------
                         4,509,840     48    37,082   16,330     (2,114)     (416)      (386)        50,544
 Comprehensive income:
 Net income                      -      -         -    2,453          -         -          -          2,453
 Other comprehensive income:
  Unrealized holding gain on securities
  of $1,385 (net of $713 tax effect)
  less reclassification adjustment of
  net gains included in net income of
  $ 570 (net of $293 tax effect) -      -         -        -          -          -       815            815
                                                                                         ----

Total comprehensive income       -      -         -        -          -          -                    3,268
                                                                                                      -----
                          --------  -----  --------   ------     ------    -------     ------      --------
Balance, September
  30, 2001               4,509,840  $  48  $ 37,082  $18,783    $(2,114)    $ (416)    $  429       $53,812
                         =========  =====  ========  =======    =======     ======     ======       =======


See notes to consolidated financial statements.
</TABLE>
                                                 4

<PAGE>


RIVERVIEW BANCORP, INC. AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED SEPTEMBER 30,

(IN THOUSANDS) (UNAUDITED)                                 2001           2000
-------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $ 2,453        $ 1,857
Adjustments to reconcile net income to cash
  provided by operating activities:
  Depreciation and amortization                              873            684
  Provision for losses on loans                              510            594
  Disposition of allowance for loan losses                   (29)             -
  Credit for deferred income taxes                          (146)          (236)
  Noncash expense related to ESOP benefit                    131            104
  Noncash expense related to MRDP benefit                    173            220
  Decrease in deferred loan origination fees,
   net of amortization                                        49             69
  Federal Home Loan Bank stock dividend                     (174)          (123)
  Net gain on sale of real estate owned, mortgage-backed
   and investment securities and premises and equipment   (1,234)          (291)
  Changes in assets and liabilities:
   Increase  in loans held for sale                         (725)          (378)
   (Increase) Decrease in prepaid expenses and other assets  756            (65)
   (Increase) Decrease in accrued interest receivable        218           (377)
   (Decrease) Increase in accrued expenses and other
    liabilities                                              (12)           450
                                                         -------        -------
         Net cash provided by operating activities         2,843          2,508
                                                         -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES:
 Loan originations                                      (123,949)       (79,712)
 Principal repayments on loans                            98,162         51,259
 Loans sold                                               11,866          2,835
 Purchase of equity securities                                 -         (5,000)
 Principal repayments on mortgage-backed securities
  held to maturity                                         1,078          1,293
 Proceeds from call or maturity of investment
  securities available for sale                            2,500              -
 Proceeds from sale of mortgage-backed securities
  available for sale                                      25,944              -
 Principal repayments on mortgage-backed securities
  available for sale                                       8,218          4,356
 Principal repayments on investment securities
  available for sale                                       3,547              -
 Principal repayments on investment securities
  held to maturity                                            22             21
 Purchase of premises and equipment                         (711)        (2,056)
 Purchase of Federal Home Loan Bank stock                   (543)        (1,095)
 Proceeds from sale of real estate                           714            999
                                                         -------       --------
  Net cash provided (used) in investing activities        26,848        (27,100)
                                                         -------       --------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Net (decrease) increase in deposit accounts             (19,963)        10,113
 Dividends paid                                           (1,019)          (923)
 Repurchase of common stock                               (1,635)             -
 Proceeds from Federal Home Loan Bank advances            20,000        129,686
 Repayment of Federal Home Loan Bank advances                  -       (115,736)
 Net increase in advance payments by borrowers                15             54
 Proceeds from exercise of stock options                       -             28
                                                         -------       --------
   Net cash (used) provided by financing activities       (2,602)        23,222
                                                         --------      --------
NET INCREASE (DECREASE) IN CASH                           27,089         (1,370)
CASH, BEGINNING OF PERIOD                                 38,935         15,786
                                                         -------       --------
CASH, END OF PERIOD                                      $66,024        $14,416
                                                         =======       ========

SUPPLEMENTAL DISCLOSURES:
 Cash paid during the period for:
  Interest                                               $ 8,625        $ 7,323
  Income taxes                                               975          1,240

NONCASH INVESTING AND FINANCING ACTIVITIES:
 Mortgage loans securitized and classified as mortgage-
  backed securities available for sale                   $40,347        $     -
 Transfer of loans to real estate owned                      954          1,189
 Dividends declared and accrued in other liabilities         502            923
 Fair value adjustment to securities available for sale    1,235            163
 Income tax effect related to fair value adjustment         (420)           (56)

See notes to consolidated financial statements.



                                        5
<PAGE>

                     RIVERVIEW BANCORP, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

(1)  ORGANIZATION AND BASIS OF PRESENTATION
     --------------------------------------
The accompanying unaudited consolidated financial statements were prepared in
accordance with instructions for Form 10-Q and, therefore, do not include all
disclosures necessary for a complete presentation of financial condition,
results of operations, and cash flows in conformity with accounting principles
generally accepted in the United States of America. However, all adjustments
which are, in the opinion of management, necessary for a fair presentation of
the interim unaudited financial statements have been included. All such
adjustments are of a normal recurring nature.

The unaudited consolidated financial statements should be read in conjunction
with the audited financial statements included in the Riverview Bancorp, Inc.
2001 Annual Report on Form 10-K. The results of operations for the three and six
months ended September 30, 2001 are not necessarily indicative of the results
which may be expected for the entire fiscal year.

(2) PRINCIPLES OF CONSOLIDATION
    ---------------------------
The accompanying unaudited 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 "Community Bank"), and the Community
Bank's majority-owned subsidiary, Riverview Asset Management Corporation
("RAMCORP.") and wholly-owned subsidiary, Riverview Services, Inc. All
references to the Company herein include the Community Bank where applicable.
All inter-company balances and transactions have been eliminated upon
consolidation.

(3) COMPREHENSIVE INCOME
    --------------------
Comprehensive income is defined as the change in equity during a period from
transactions and other events from nonowner sources. Comprehensive income is the
total of net income and other comprehensive income, which for the Company is
comprised entirely of unrealized gains and losses on securities available for
sale.

For the three months and six months ended September 30, 2001, the Company's
total comprehensive income was $2.5 million and $3.3 million, respectively,
compared to $1.4 million and $2.0 million for the three and six months ended
September 30, 2000, respectively.

Total comprehensive income for the three and six months ended September 30, 2001
is comprised of net income of $1.7 million and $2.5 million and other
comprehensive income of $840,000 and $815,000, net of tax effect, respectively.
Other comprehensive income for the three months and six months ended September
30, 2001, consists of unrealized securities gains of $1.4 million and $1.4
million, net of tax effect, less gains on securities available for sale included
in non-interest income of $570,000 for both periods, net of tax effect.

Total comprehensive income for the three and six months ended September 30, 2000
is comprised of net income of $1.2 million and $1.9 million and other
comprehensive income of $260,000 and $108,000, net of tax effect, respectively.
Other comprehensive income for the three months and six months ended September
30, 2000, consists of unrealized securities gains of $260,000 and $108,000, net
of tax effect, respectively.





                                    6

<PAGE>

(4) EARNINGS PER SHARE
    ------------------
Basic Earnings 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 awarded but not released Management Recognition and
Development Plan ("MRDP") shares. Employee Stock Ownership Plan ("ESOP") shares
are not considered outstanding for EPS purposes until they are committed to be
released.

                                                THREE MONTHS ENDED
                                                   SEPTEMBER 30,
                                               2001             2000
                                               ----             ----
Basic EPS computation:
  Numerator-Net Income                   $1,696,000       $1,179,000
  Denominator-Weighted average
    common shares outstanding             4,624,771        4,551,528

Basic EPS                                $     0.37       $     0.26
                                         ==========       ==========

Diluted EPS computation:
  Numerator-Net Income                   $1,696,000       $1,179,000
  Denominator-Weighted average
    common shares outstanding             4,624,771        4,551,528
  Effect of dilutive stock options           33,106           69,413
  Effect of dilutive MRDP                    75,612                -
                                          ---------        ---------
  Weighted average common shares
   and common stock equivalents           4,733,489        4,620,941

Diluted EPS                               $    0.36        $    0.26
                                          =========        =========


                                                SIX MONTHS ENDED
                                                   SEPTEMBER 30,
                                               2001             2000
                                               ----             ----

Basic EPS computation:
  Numerator-Net Income                   $2,453,000       $1,857,000
  Denominator-Weighted average
    common shares outstanding             4,644,416        4,542,328

Basic EPS                                $     0.53       $     0.41
                                         ==========       ==========

Diluted EPS computation:
  Numerator-Net Income                   $2,453,000       $1,857,000
  Denominator-Weighted average
    common shares outstanding             4,644,416        4,542,328
  Effect of dilutive stock options           30,302           71,855
  Effect of dilutive MRDP                    77,758                -
                                          ---------        ---------
  Weighted average common shares
   and common stock equivalents           4,752,476        4,614,183

Diluted EPS                               $    0.52        $    0.40
                                          =========        =========

                                    7
<PAGE>

(5)  INVESTMENT SECURITIES
     ---------------------
The amortized cost and approximate fair value of investment securities held to
maturity consisted of the following (in thousands):

                                                  GROSS        GROSS   ESTIMATED
                                 AMORTIZED   UNREALIZED   UNREALIZED     FAIR
 SEPTEMBER 30, 2001                   COST        GAINS       LOSSES     VALUE
                                  --------       ------     --------    ------
 Municipal securities             $    839       $   38     $           $  877
                                  ========       ======     ========    =======

 MARCH 31, 2001

 Municipal securities             $    861       $    6     $      -    $   867
                                  ========       ======     ========    =======


The contractual maturities of investment securities held to maturity are as
follows (in thousands):

                                                     AMORTIZED        ESTIMATED
  SEPTEMBER 30, 2001                                      COST       FAIR VALUE
                                                     ---------       ----------

  Due after ten years                              $       839      $      877
                                                   ===========      ==========

There were no sales of investment securities classified as held to maturity
during the periods ended September 30, 2001 and 2000.

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

                                                  GROSS       GROSS   ESTIMATED
                                AMORTIZED    UNREALIZED  UNREALIZED        FAIR
 SEPTEMBER 30, 2001                  COST         GAINS      LOSSES       VALUE
                                 --------      --------    --------    --------
 Agency securities               $  1,092      $      -    $     (9)   $  1,083
 Equity securities                 16,356            13        (270)     16,099
 School district bonds              2,571            86           -       2,657
                                 --------      --------    --------     -------
                                 $ 20,019      $     99    $   (279)   $ 19,839
                                 ========      ========    ========    ========

 MARCH 31, 2001

 Agency securities               $  7,132      $      4    $   (199)   $  6,937
 Equity securities                 16,356            21        (378)     15,999
 School district bonds              2,572            53           -       2,625
                                 --------      --------     -------     -------
                                 $ 26,060      $     78    $   (577)    $25,561
                                 ========      ========     =======     =======

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

                                                    AMORTIZED       ESTIMATED
 SEPTEMBER 30, 2001                                      COST      FAIR VALUE
                                                    ---------      ----------
 Due after five years through ten years             $   1,954       $   2,025
 Due after ten years                                   18,065          17,814
                                                    ---------       ---------
                                                    $  20,019       $  19,839
                                                    =========       =========

                                      7
<PAGE>

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

                                                 GROSS       GROSS   ESTIMATED
                                 AMORTIZED  UNREALIZED  UNREALIZED        FAIR
  SEPTEMBER 30, 2001                  COST       GAINS      LOSSES       VALUE
                                  --------    --------    --------    --------
  REMICs                          $  1,804    $     18    $      -    $  1,822
  FHLMC mortgage-backed securities   1,310          25           -       1,335
  FNMA mortgage-backed securities    2,212          73           -       2,285
                                  --------    --------    --------    --------
                                  $  5,326    $    116    $      -    $  5,442
                                  ========    ========    ========    ========
  MARCH 31, 2001

  REMICs                          $  1,805    $     15    $      -    $  1,820
  FHLMC mortgage-backed securities   1,680          13          (1)      1,692
  FNMA mortgage-backed securities    2,920          54           -       2,974
                                  --------    --------     -------     -------
                                  $  6,405    $     82    $     (1)    $ 6,486
                                  ========    ========     =======     =======

Mortgage-backed securities held to maturity with an amortized cost of $3.4
million and $3.9 million and a fair value of $3.4 million and $3.9 million at
September 30, 2001 and March 31, 2001, respectively, were pledged as collateral
for governmental public funds held by the Company. The real estate mortgage
investment conduits ("REMICs") consist of Federal Home Mortgage Corporation
("FHLMC"), Federal National Mortgage Association ("FNMA") and privately issued
securities.

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

                                                  AMORTIZED         ESTIMATED
 SEPTEMBER 30, 2001                                    COST        FAIR VALUE
                                                  ---------        ----------
 Due in one year or less                          $       2         $       2
 Due after one year through five years                2,156             2,208
 Due after five years through ten years                   2                 2
 Due after ten years                                  3,166             3,230
                                                  ---------         ---------
                                                  $   5,326         $   5,442
                                                  =========          ========

There were no sales of mortgage-backed securities held to maturity during the
period ended September 30, 2001 and 2000.

Mortgage-backed securities available for sale consisted of the following (in
thousands):
                                                  GROSS      GROSS    ESTIMATED
                                   AMORTIZED UNREALIZED UNREALIZED         FAIR
 SEPTEMBER 30, 2001                     COST      GAINS     LOSSES        VALUE
                                    --------   --------   --------     --------
 REMICs                             $ 33,175   $    227   $   (126)    $ 33,276
 FHLMC mortgage-backed securities     14,576        695          -       15,271
 FNMA mortgage-backed securities       1,322         35          -        1,357
                                    --------   --------   --------     --------
                                    $ 49,073   $    957   $   (126)    $ 49,904
                                    ========   ========   ========     ========
 MARCH 31, 2001

 REMICs                             $ 41,067   $    144   $   (268)    $ 40,943
 FHLMC mortgage-backed securities        441         10          -          451
 FNMA mortgage-backed securities       1,716         29          -        1,745
                                    --------   --------   --------     --------
                                    $ 43,224   $    183   $   (268)    $ 43,139
                                    ========   ========   ========     ========



The contractual maturities of mortgage-backed securities available for sale are
as follows (in thousands):
                                                     AMORTIZED      ESTIMATED
 SEPTEMBER 30, 2001                                       COST     FAIR VALUE
                                                     ---------     ----------
 Due after one year through five years                $  7,847      $   8,150
 Due after five years through ten years                  9,415          9,833
 Due after ten years                                    31,811         31,921
                                                      --------       --------
                                                      $ 49,073      $  49,904
                                                      ========       ========

                                      8
<PAGE>
Expected maturities of mortgage-backed securities held to maturity 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 $12.6
million and $16.2 million and a fair value of $12.7 million and $16.0 million at
September 30, 2001 and March 31, 2001, respectively, were pledged as collateral
for the discount window at the Federal Reserve Bank. Mortgage-backed securities
with an amortized cost of $4.9 million and $5.1 million and a fair value of $4.9
million and $5.1 million at September 30, 2001 and March 31, 2001, respectively,
were pledged as collateral for treasury tax and loan funds held by the Company.

(7) LOANS RECEIVABLE
    ----------------
Loans receivable consisted of the following (in thousands):

                                                 SEPTEMBER 30,     MARCH 31,
                                                    2001            2001
                                                  --------        --------
     Residential:
       One- to- four family                       $ 80,653        $116,583
       Multi-family                                 10,349          11,073
     Construction:
       One- to- four family                         62,478          60,041
       Multi-family                                  4,000           4,514
       Commercial real estate                        8,206           6,806
     Commercial                                     23,649          23,099
     Consumer:
       Secured                                      22,690          23,148
       Unsecured                                       917           1,872
     Land                                           23,988          24,230
     Commercial real estate                         65,620          56,540
                                                  --------        --------
                                                   302,550         327,906
     Less:
       Undisbursed portion of loans                 28,399          26,223
       Deferred loan fees                            2,978           3,475
       Allowance for loan losses                     2,234           1,916
                                                 ---------       ---------
           Loans receivable, net                 $ 268,939       $ 296,292
                                                 =========       =========

(8)     ALLOWANCE FOR LOAN LOSSES
        -------------------------
 A reconciliation of the allowances for loan losses is as follows (in
thousands):
                                         SIX MONTHS ENDED         YEAR ENDED
                                         SEPTEMBER 30, 2001     MARCH 31, 2001
                                         ------------------     --------------
     Beginning balance                         $ 1,916             $  1,362
     Provision for losses                          510                  949
     Charge-offs                                  (113)                (413)
     Recoveries                                      2                   18
     Dispositions                                  (81)                   -
                                                ------               ------
     Ending balance                            $ 2,234              $ 1,916
                                               =======              =======

At September 30, 2001 and March 31, 2001, the Company's recorded investment in
loans for which an impairment has been recognized under the guidance of
Financial Accounting Standards ("SFAS") No. 114 and SFAS No. 118 was $1.3
million and $319,000, respectively. 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 $890,000 and $836,000 during the six months ended September
30, 2001 and the year ended March 31, 2001, respectively.

(9) LOANS HELD FOR SALE
    -------------------


The Company identifies loans held for sale at the time of origination and they
are carried at the lower of cost or estimated market value on an aggregate
portfolio basis. Market values are derived from available market quotations for
comparable pools of mortgage loans. Adjustments for unrealized losses, if any,
are charged to income.

                                      9
<PAGE>
(10) MORTGAGE LOAN SECURITIZATION
     ----------------------------
During the quarter ended September 30, 2001, the Company sold $40.3 million in
seasoned fixed rate single family residential mortgage loans to FHLMC. The
mortgages were aggregated into 15 pools and securitized with the resulting
mortgage-backed securities ("MBS") being retained by the Company and classified
as available for sale. Securitization of the loans provided more liquid
instruments that could be sold when the market conditions were considered
favorable. Sale of the MBS will reduce the long-term fixed rate assets in the
Company's portfolio, which will allow the Company to reduce its interest
sensitivity in the future.

Because the Company retained an interest in the loans by receiving the MBS,
various items associated with the loans were combined with the principal balance
of the loans to arrive at the Company's basis in the MBS. These items include
deferred origination fees, mortgage servicing rights and allowance for loan
losses. Deferred loan origination fees associated with the sold loans totaled
$641,000. 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 to be received and other factors.
Mortgage servicing rights were valued at $255,000. The general valuation
allowance associated with these loans was $81,000. The Company pays a guarantee
fee to FHLMC as part of the securitization and servicing of the loans, thus
transferring all credit risk to FHLMC. The final resulting basis in the MBS was
$39.2 million. As of September 30, 2001, $25.1 million in MBS have been sold at
gain of $863,000.

(11) BORROWINGS
     ----------
Borrowings are summarized as follows (in thousands):

                                                     SEPTEMBER 30,  MARCH 31,
                                                         2001         2001
                                                     ------------   ---------
Federal Home Loan Bank Advances                         $99,500      $79,500
                                                        =======      =======

Weighted average interest rate:                            6.22%       6.62%
                                                           =====       =====

Borrowings have the following maturities at September 30, 2001 (in thousands):

      Fiscal Year
      -----------
        2002        $ 25,000
        2003          39,500
        2004               -
        2005               -
        2006          15,000
        2007          20,000
                      ------
                    $ 99,500
                      ======

(12)   SHAREHOLDERS' EQUITY
       --------------------
REPURCHASE OF COMMON STOCK

In July 2001, the Company received regulatory approval to repurchase up to 10%
or 465,504 shares of its outstanding shares at June 30, 2001. At September 30,
2001, 145,200 shares had been repurchased at an average cost of $11.26 per
share.  Since the State of Washington treats all treasury stock as retired upon
purchase, all purchases of treasury stock reduce stock issued and the cost of
treasury stock acquired is charged to par value and paid-in capital.



                                      10
<PAGE>

(13) RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
     -----------------------------------------
RECENTLY ISSUED  ACCOUNTING  PRONOUNCEMENTS - In June 1998, the Financial
Accounting Standards Board ("FASB")issued SFAS No. 133, Accounting for
Derivative Instruments and Hedging  Activities.  SFAS No. 133 establishes
accounting and reporting standards for derivative instruments, including
certain derivative instruments embedded in other contracts and for hedging
activities.  The effective date of this Statement was deferred by the issuance
of SFAS No. 137, Accounting for Derivative Instruments and Hedging Activities-
Deferral of the Effective Date of FASB Statement No. 133. SFAS No. 133 was
amended by SFAS No. 138, Accounting for Certain Derivative Instruments and
Certain Hedging Activities.  This Statement became effective for the fiscal year
ending March 31, 2002, and will not be applied retroactively to financial
statements of prior periods.  Upon adoption of provisions of SFAS No. 133 at
April 1, 2001, the Company did not have derivative instruments and there was no
impact on the financial statements of the Company.

In September 2000, the FASB issued SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, and replaced
SFAS No. 125 of the same title. This Statement revises the standards for
accounting for securitizations and other transfers of financial assets and
collateral and requires certain disclosures, but carries over most of SFAS No.
125's provisions without reconsideration. This Statement is effective for
transfers and servicing of financial assets and extinguishments of liabilities
occurring after March 31, 2001 and is effective for recognition and
reclassification of collateral and for disclosures relating to securitization
transactions and collateral for fiscal years ending after December 15, 2000.
Upon adoption of provisions of SFAS No. 140 at April 1, 2001, there was no
material impact on the financial statements of the Company.

In July 2001, the FASB issued SFAS No. 141, Business Combinations. The Statement
discontinues the use of the pooling of interest method of accounting for
business combinations. The Statement is effective for all business combinations
initiated after June 30, 2001. Management has completed an evaluation of the
effects of this Statement and does not believe that it will have an effect on
the Company's consolidated financial statements.

In July 2001, the FASB issued SFAS No. 142, Goodwill and Other Intangible
Assets. The Statement will require discontinuing the amortization of goodwill
and other intangible assets with indefinite useful lives. Instead, these assets
will be tested periodically for impairment and written down to their fair market
value as necessary. This Statement is effective for fiscal years beginning after
December 15, 2001, however, early adoption is allowed for companies that have
not issued first quarter financial statements as of July 1, 2001. Upon the
adoption of the provisions of SFAS No. 142 for the year ending March 31, 2002
management believes there will be no impact on the financial statements of the
Company.

(14) 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,
consumer and commercial 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 14-day agreements to lend to a customer subject to the Company's
usual terms and conditions. Collateral is not required to support commitments.

At September 30, 2001, the Company had commitments to originate fixed rate
mortgages of $3.2 million at interest rates ranging from 5.625% to 8.5%. At
September 30, 2001 adjustable rate mortgage loan commitments were $1.1 million
at an average interest rate of 6.91%. Undisbursed balance of mortgage loans
closed was $28.4 million at September 30, 2001. Consumer loan commitments
totaled $755,000 and unused lines of consumer credit totaled $14.0 million at
September 30, 2001. Commercial loan commitments totaled $6.9 million and unused
lines of commercial credit totaled $19.3 million at September 30, 2001.
                                      11
<PAGE>

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

ITEM 2.     RIVERVIEW BANCORP, INC. AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND
            ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Safe Harbor Clause. This report contains certain "forward-looking statements."
The Company desires to take advantage of the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995 and is including this statement
for the express purpose of availing itself of the protection of such safe harbor
with forward-looking statements. These forward-looking statements, which are
included in Management's Discussion and Analysis, describe future plans or
strategies and include the Company's expectations of future financial results.
The words "believe," "expect," "anticipate," "estimate," "project," and similar
expressions identify forward-looking statements. The Company's ability to
predict results or the effect of future plans or strategies is inherently
uncertain. Factors which could affect actual results include interest rate
trends, the economic climate in the Company's market area and the country as a
whole, loan delinquency rates, and changes in federal and state regulation.
These factors should be considered in evaluating the forward-looking statements,
and undue reliance should not be placed on such statements.


GENERAL

The Community Bank is a progressive community-oriented, financial institution,
which emphasizes local, personal, service to residents of its primary market
area. The Community Bank considers Clark, Cowlitz, Klickitat and Skamania
counties of Washington as its primary market area. The primary business of the
Community Bank is attracting deposits from the general public and using such
funds to originate fixed-rate mortgage loans and adjustable rate mortgage loans
secured by one- to- four family residential real estate located in its primary
market area. The Community Bank continues to change the composition of its loan
portfolio and the deposit base as part of its migration to commercial banking.
The consolidation among financial institutions has created a significant gap in
the ability of the consolidated financial institutions to serve customers. The
Community Bank's strategic plan includes targeting this customer base,
specifically small and medium size businesses, professionals and wealth building
individuals. In pursuit of these goals, the Community Bank will emphasize
controlled growth and the diversification of its loan portfolio to include a
higher portion of commercial and commercial real estate loans. A related goal is
to increase the proportion of personal and business checking account deposits
used to fund these new loans. Significant portions of these new loan products
carry adjustable rates, higher yields, or shorter terms and higher credit risk
than the traditional fixed-rate mortgages. The strategic plan stresses increased
emphasis on non-interest income, including increased fees for asset management
and deposit service charges. The strategic plan is designed to enhance earnings,
reduce interest rate risk, and provide a more complete range of financial
services to customers and the local communities the Community Bank serves. The
Community Bank is well positioned to attract new customers and to increase its
market share given that the administrative




                                     12

<PAGE>


<PAGE>
headquarters and eight of its twelve branches are located in Clark County, the
fastest growing county in the state of Washington according to the U.S Census
Bureau.

In order to support its strategy of growth, without compromising its local,
personal, service to its customers and a commitment to asset quality, the
Community Bank has made significant investments in experienced branch, lending,
asset management and support personnel and has incurred significant costs in
facility expansion. The efficiency ratios reflect this investment and will
remain relatively high by industry standards for the foreseeable future due to
the emphasis on growth and local, personal, service. Control of non-interest
expenses remains a high priority.

The Community Bank continuously reviews new products and services to give its
customers more financial options. With an emphasis on growth of non-interest
income and control of non-interest expense, all new technology and services are
reviewed for business development and cost saving purposes. During fiscal year
2000, the Community Bank introduced a new online banking service. Customers are
able to conduct a full range of services on a real-time basis, including,
balance inquiries, transfers and electronic bill-paying. This online service has
also enhanced the delivery of cash management services to commercial customers.
The internet banking branch web site is www.riverviewbank.com.

The Community Bank is regulated by the Office of Thrift Supervision ("OTS"), its
primary regulator, and by the Federal Deposit Insurance Corporation ("FDIC"),
the insurer of its deposits. The Community Bank's deposits are insured by the
FDIC up to applicable legal limits under the Savings Association Insurance Fund
("SAIF"). The Community Bank has been a member of the Federal Home Loan Bank
("FHLB") System since 1937.

The Company conducts operations from its home office in Vancouver and twelve
branch offices in Camas, Washoughal, Stevenson, WhiteSalmon,

Battle Ground, Goldendale, Vancouver (five branch offices) and Longview,
Washington. Riverview Mortgage, a mortgage broker division of the Community
Bank, originates mortgage loans (including construction loans) for various
mortgage companies predominantly in the Portland/Vancouver metropolitan areas,
as well as for the Community Bank. The Business and Professional Banking
Division located at the downtown Vancouver Main branch offers commercial lending
and business banking services. RAMCORP., a subsidiary of the Community Bank,
offers asset management (trust and investment) services to its customers and is
located in the Community Bank's Vancouver Main branch. Assets totaling
approximately $91.9 million at September 30, 2001 were managed by RAMCORP. in
fiduciary or agency capacity.  Total managed assets of $91.9 million reflects
the decrease in market value experienced in the securities markets when compared
to the total managed assets of $102.4 million at June 30, 2001.  The Company's
main office for administration was relocated from Camas to the Vancouver address
of 900 Washington, a 16,000 square foot leased facility, in the second quarter
of fiscal year 2001.

The Company, a Washington corporation, was organized on June 23, 1997 for the
purpose of becoming the holding company for Riverview Community Bank (formerly
Riverview Savings Bank, FSB) upon Riverview Savings Bank's reorganization as a
wholly owned subsidiary of the Company resulting from the conversion of
Riverview, M.H.C. from a federal mutual holding company to a stock holding
company ("Conversion and Reorganization"). The Conversion and Reorganization was
completed on September 30, 1997. Riverview Savings Bank, FSB changed its name to
Riverview Community Bank effective June 29, 1998.




                                    13

<PAGE>

FINANCIAL CONDITION

At September 30, 2001, the Company had total assets of $433.0 million compared
with $432.0 million at March 31, 2001. The stable total assets reflects the
conversion of $40.3 million of fixed rate residential family mortgages to MBS
through securitization and sale of $25.1 million of MBS during the quarter
ending September 30, 2001. Cash, including interest-earning accounts, totaled
$66.0 million at September 30, 2001, compared to $38.9 million at March 31,
2001. At September 30, 2001, the Company had $302.6 million in gross loans, a
decrease of $25.3 million compared to $327.9 million at March 31, 2001. One- to-
four family residential mortgage loans decreased $35.9 million reflecting the
securitization of $40.3 one- to- four family residential mortgage loans through
FHMLC. Commercial loans increased $550,000 to $23.6 million at September 30,
2001 from $23.1 million at March 31, 2001. Commercial real estate loans
increased $9.1 million to $65.6 million at September 30, 2001 from $56.5 million
at March 31, 2001. Loans receivable (Note 7) provides a detailed analysis of the
$302.6 million gross loan portfolio at September 30, 2001 as compared to the
$327.9 million gross loan portfolio at March 31, 2001. Consumer, commercial, and
land loans carry higher interest rates and generally a higher degree of credit
risk compared to one- to- four family residential mortgage loans. Deposits
totaled $275.6 million at September 30, 2001 compared to $295.5 million at March
31, 2001. The deposit decrease is due to an outflow of governmental deposits as
the Community Bank paid lower interest rates. FHLB advances totaled $99.5
million at September 30, 2001 and $79.5 million at March 31, 2001.

CAPITAL RESOURCES

Total shareholders' equity increased $1.1 million to $53.8 million at September
30, 2001 compared to $52.7 million at March 31, 2001. The activity in
shareholders' equity for the first six months of fiscal year 2002 was $2.5
million in earnings, dividends of $1.0 million, stock repurchased $1.6 million,
earned ESOP shares $131,000, earned MRDP shares of $346,000 and $815,000 change
in net unrealized loss on securities available for sale, net of tax benefit.

The Company is not subject to any regulatory capital requirement. The Community
Bank is subject to various regulatory capital requirements administered by the
federal banking agencies. 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
Company and the Community Bank's financial statements. Under capital adequacy
guidelines and the regulatory framework for prompt corrective action, the
Community Bank must meet specific capital guidelines that involve quantitative
measures of the Community Bank's assets, liabilities, and certain off-balance
sheet items as calculated under regulatory accounting practices. The Community
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
required the Community Bank to maintain amounts and ratios of tangible and core
capital to adjusted total assets and of total risk-based capital to
risk-weighted assets of 1.5%, 3.0%, and 8.0%, respectively. As of September 30,
2001, the Community Bank met all capital adequacy requirements to which it was
subject.

As of September 30, 2001, the most recent notification from the OTS categorized
the Community Bank as "well capitalized" under the regulatory framework for
prompt corrective action. To be categorized as "well capitalized," the Community
Bank must maintain minimum core and total risk-based capital ratios of 5.0% and
10.0%, respectively. At September

                                     14

<PAGE>

30, 2001, the Community Bank's tangible, core and risk-based total capital
ratios amounted to 10.72%, 10.72%, and 16.38%, respectively. There are no
conditions or events since that notification that management believes have
changed the Community Bank's category.

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

                                                            Categorized as "Well
                                                              Capitalized" Under
                                             For Capital       Prompt Corrective
                                Actual       Adequacy Purpose   Action Provision
                             -------------   ----------------   ----------------
                             Amount  Ratio    Amount    Ratio     Amount  Ratio
                             ------  -----    ------    -----     ------  -----
AS OF SEPTEMBER 30, 2001
Total Capital:

(To Risk Weighted Assets)   $48,161  16.38%  $23,527     8.0%    $29,409   10.0%
Tier I Capital:
(To Risk Weighted Assets)    45,927  15.62       N/A     N/A      17,645    6.0
Core Capital:
(To Total Assets)            45,927  10.72    12,855     3.0      21,424    5.0
Tangible Capital:
(To Tangible Assets)         45,927  10.72     6,427     1.5         N/A    N/A



AS OF MARCH 31, 2001
Total Capital:

(To Risk Weighted Assets)   $48,407  17.13%  $22,613     8.0%    $28,266   10.0%
Tier I Capital:
(To Risk Weighted Assets)    46,491   16.45      N/A     N/A      16,960    6.0
Core Capital:
(To Total Assets)            46,491   10.88   12,820     3.0      21,366    5.0
Tangible Capital:
(To Tangible Assets)         46,491   10.88    6,410     1.5         N/A    N/A

The following table is a reconciliation of the Community Bank's capital,
calculated according to generally accepted accounting principles, to regulatory
tangible and risk-based capital at September 30, 2001 (in thousands):

Equity                                           $47,450
Net unrealized gain on securities
        available for sale                          (589)
Core deposit intangible asset                       (859)
Deferred tax and servicing asset                     (75)
                                                 -------
           Tangible capital                       45,927
General valuation allowance                        2,234
                                                 -------
           Total capital                         $48,161
                                                 =======

BANK LIQUIDITY

OTS regulations require the Community Bank to maintain an average daily balance
of liquid assets as a percentage of average daily net withdrawable deposit
accounts plus short-term borrowings of at least 4%. The Community Bank's
regulatory liquidity ratio was 32.68% at September 30, 2001 compared to 28.22%
at March 31, 2001. The Community Bank anticipates that it will have sufficient
funds available to meet current loan commitments and other cash needs.

Cash, including interest-earning overnight investments, was $66.0 million at
September 30, 2001 compared to $38.9 million at March 31, 2001. Investment
securities and mortgage-backed securities available for sale

                                    15
<PAGE>
at September 30, 2001 were $19.8 million and $49.9 million, respectively,
compared to $25.6 million and $43.1 million, respectively, at March 31, 2001.
See "Financial Condition."

ASSET QUALITY

Allowance for loan losses was $2.2 million at September 30, 2001, compared to
$1.9 million at March 31, 2001. Management believes the allowance for loan
losses at September 30, 2001 is adequate to cover potential credit losses at
that date. No assurances, however, can be given that future additions to the
allowance for loan losses will not be necessary. The allowance for loan losses
is maintained at a level sufficient to provide for estimated loan losses based
on evaluating known and inherent risks in the loan portfolio. Pertinent factors
considered include size and composition of the portfolio, actual loss
experience, industry trends, industry data, current and anticipated economic
conditions, and detailed analysis of individual loans. The appropriate allowance
level is estimated based upon factors and trends identified by management at the
time the consolidated financial statements are prepared. During the second
quarter of fiscal year 2002 and the second quarter of fiscal year 2001 there was
no provision for loan losses. The provision for loan losses was $510,000 for the
first quarter of fiscal year 2002 and $594,000 for the first quarter of fiscal
year 2001. Commercial loans are considered to involve a higher degree of credit
risk than one- to- four family residential loans, and to be more vulnerable to
adverse conditions in the real estate market and deteriorating economic
conditions.

Non-performing assets were $2.0 million, or 0.45% of total assets at September
30, 2001 compared with $1.0 million, or 0.24% of total assets at March 31, 2001.
The $1.3 million balance of non-accrual loans is made up of seven residential
properties totaling $814,000, one land loan totaling $338,000, one commercial
real estate loan totaling $96,000 and two consumer loans totaling $7,000. The
$707,000 balance of other real estate owned consists of three residential
properties and one land loan. The following table sets forth information with
respect to the Company's non-performing assets at the dates indicated:






                                    16
<PAGE>

                          September 30, 2001        March 31, 2001
                          ------------------        --------------
                                      (Dollars in thousands)
Loans accounted for on
 a non-accrual basis:
Real Estate
 Residential                         $814                $   153
 Commercial                            96                      -
Land                                  338                      -
Commercial                              -                     50
Consumer                                7                    116
                                    -----                 ------
      Total                         1,255                    319
                                    -----                 ------

Accruing loans which are
contractually past due 90
days or more                            4                    226
                                   ------                 ------

Total of non-accrual and
90 days past due loans              1,259                    545
                                   ------                 ------

Real estate owned (net)               707                    473
                                   ------                 ------
  Total non-performing assets      $1,966                 $1,018
                                   ======                 ======

Total loans delinquent 90
days or more to net loans            0.47%                  0.18%

Total loans delinquent 90
days or more to total assets         0.29                   0.13

Total non-performing assets
to total assets                      0.45                   0.24


     COMPARISON OF OPERATING RESULTS FOR THE THREE MONTHS ENDED
                        SEPTEMBER 30, 2001 AND 2000

The Company's net income depends primarily on its net interest income, which is
the difference between interest earned on its loans and investments and the
interest paid on interest-bearing liabilities. Net interest income is determined
by (a) the difference between the yield earned on interest-earning assets and
rates paid on interest-bearing liabilities (interest rate spread) and (b) the
relative amounts of interest-earning assets and interest-bearing liabilities.
The Company's interest rate spread is affected by regulatory, economic and
competitive factors that influence rates, loan demand and deposit flows. Net
interest margin is calculated by dividing net interest income by the average
interest-earning assets. Net interest income and net interest margin are
affected by changes in interest rates, volume and the mix of interest-earning
assets and interest-bearing liabilities, and the level of non-performing assets.
The Company's net income is also affected by the generation of non-interest
income, which primarily consists of fees and service charges, loan servicing
income, gains and losses on sales of securities, gains and losses from sale of
loans and other income. In addition, net income is affected by the level of
operating expenses and establishment of a provision for loan losses.

Net income for the three months ended September 30, 2001 was $1.7 million, or
$0.37 per basic share ($0.36 per diluted share). This compares to net income of
$1.2 million, or $0.26 per basic share ($0.26 per diluted share) for the same
period in fiscal 2001. Net interest income increased $28,000 to $3.7 million for
the three months ended

                                     17
<PAGE>

September 30, 2001 compared to the same period in the prior year. The increase
in net interest income was due to the 16.8% increase in average interest earning
assets during the second quarter of fiscal year 2002 compared to the comparative
period in the prior year was offset by the combination of the increase in
average interest earning liabilities, the impact of the decrease in interest
rates and the decrease in the combined rate volume variance.  Non-interest
income increased $990,000, or 85.3% as compared to the $1.2 million non-interest
income for the three months ended September 30, 2000. Non-interest expense
increased $224,000, or 7.2% as compared to the same period for the prior year.
The increase in non-interest expenses is due primarily to increased salaries and
employee benefit expenses and occupancy expenses, partially offset by decreased
data processing expense and marketing expenses.

Average interest-earning assets increased to $405.0 million for the three months
ended September 30, 2001 from $346.7 million for the three months ended
September 30, 2000. The $58.3 million increase is due primarily to growth in the
loan portfolio, mortgage backed securities, investment securities and
interest-bearing investments.

Interest income for the three months ended September 30, 2001 was $7.6 million,
a decrease of $100,000, or 1.3% over the $7.7 million interest income for the
same period in fiscal year 2001. Yield on interest-earning assets for the second
quarter of fiscal year 2002 was 7.56% compared to 8.88% for the same three month
period in fiscal year 2001. The lower second quarter fiscal 2002 yield reflects
that the lower interest rate environment had a greater impact than the increase
in volume as compared to the same period for the prior year. The lower interest
income in the second quarter of fiscal year 2002 as compared to the fiscal year
2001 second quarter reflects this same impact of the lower interest rate
environment.

Interest expense was $4.0 million for the quarters ended September 30, 2001 and
2000. The cost of average interest-bearing liabilities for the second quarter of
year 2002 was 4.71% compared to 5.20% for the same three month period in fiscal
year 2001. The stable interest expense for the two three-month periods is the
result of the increased volume of interest-bearing liabilities being offset by
the lower interest rates in the second quarter of fiscal year 2002 when compared
to the same period in the prior year. Money market accounts, now accounts and
certificates of deposits continued to have growth during the second quarter of
fiscal year 2002 as compared to the same period in the prior year.

Net interest income decreased $28,000, or 0.8%, to $3.7 million for the three
months ended September 30, 2001, compared to three months ended September 30,
2000. Net interest income increased $472,000 due to the change in volume of
average interest-earning assets and liabilities for the three months in fiscal
2002 compared to the same fiscal 2001 period. The change in interest rates for
this same period of comparison reduced net interest income $334,000. The change
in the rate volume mix for the same three month periods reduced net interest
income $166,000. The interest rate spread decreased from 3.36% for the three
month 2001 period to 2.85% for the three month 2002 period. The net interest
margin decreased to 3.67% during the second quarter ended September 30, 2001
from 4.28% for the second quarter ended September 30, 2000. The decreased fiscal
year 2002 net interest margin reflects the fact that decreases in the interest
rates on interest-earning assets have out paced decreases in the interest rates
of interest-bearing liabilities. The $58.3 million increase in average
interest-earning assets was partially offset by the $45.4 million increase in
average interest-bearing liabilities. Average interest-bearing liabilities
increased to $334.5 million during the quarter ended September 30, 2001 from
$289.1 million for the quarter ended September 30, 2000.



                                    18
<PAGE>
There were no provisions for loan losses for the three month periods ended
September 30, 2001 and 2000, respectively. There was $49,000 in net charge-offs
during the three months ended September 30, 2001, $46,000 in net charge-offs for
the three months ended September 30, 2000 and $62,000 in net charge-offs for the
three months ended June 30, 2001. Loan receivable (Note 7) provides a detailed
analysis of the $25.4 million decrease in gross loans. Based upon management's
analysis of historical and anticipated loss rates, current loan growth, and
other factors considered the allowance for loan losses at September 30, 2001 is
believed to be adequate for the losses inherent in the loan portfolio.

The 85.3% increase in non-interest income to $2.2 million for the quarter ended
September 30, 2001 compared to $1.2 million for the quarter ended September 30,
2000 reflects increased fee income from deposit service charges, mortgage broker
fees, asset management fees, gains on sale of loans held for sale and gains on
sale of securities. The $863,000 gains on sale of securities is the gain from
the sale of MBS resulting from the securitization of one to four family
residential mortgage loans discussed in the financial footnote (10) Mortgage
Loan Securitization.

Salaries and employee benefits increased $175,000 to $1.9 million for the
quarter ended September 30, 2001 as compared to the same quarter in the prior
year. There were 2 more full-time equivalent employees during the fiscal year
2002 quarter over the fiscal year 2001 quarter. The fiscal year 2002 quarter
also reflects the increases in mortgage broker commissions when compared to the
same period in the prior year.

Provision for federal income taxes for the second quarter of fiscal year 2002
was $777,000, resulting in an effective tax rate of 31.4%, compared to $556,000
and 32.0% for the same quarter of fiscal year 2001.

        COMPARISON OF OPERATING RESULTS FOR THE SIX MONTHS ENDED
                       SEPTEMBER 30, 2001 AND 2000

Net income for the six months ended September 30, 2001 was $2.5 million, $0.53
per basic share ($0.52 per diluted share) compared to net income of $1.9
million, $0.41 per basic share ($0.40 per diluted share) for the same period in
fiscal year 2001. Non-interest income for the second quarter of fiscal year 2002
includes $863,000 pretax gain on sale of MBS.

Average interest-earning assets increased to $409.9 million for the six months
ending September 30, 2001 from $338.4 million for the six months ending
September 30, 2000.

Interest income for the six months ended September 30, 2001 was $16.0 million,
an increase of $1.0 million or 6.6% over $15.0 million for the same period in
year 2000. Yield on interest-earning assets for the first six months of the
fiscal year 2002 was 7.85% compared to 8.85% for the six month fiscal year 2001.
The lower fiscal year 2002 yield on interest-earning assets reflects the lower
interest yield on the majority of the interest-earning assets as compared to the
same period in the prior year. The higher interest income for the six month
period ended September 30, 2001 as compared to the same period in the prior year
resulted from growth in interest-earning assets.

Interest expense for the six months ended September 30, 2001 was $8.5 million,
an increase of $975,000, or 13.0% over $7.5 million for the same period in
fiscal year 2001. The cost of interest-bearing liabilities for the fiscal year
2002 six months was 4.95% compared to 5.35% for the fiscal year 2001 six months.
The increased interest expense is due to a 22.0% growth in average
interest-bearing liabilities from $280.8 million at September 30, 2000 to $342.5
million at September 30, 2001 that was partially offset by the lower interest
rates paid on the interest-bearing


                                     19
<PAGE>


liabilities. Growth in the average balance of money market accounts and
non-interest bearing deposits from $45.0 million and $25.5 million, respectively
for the six month period ended September 30, 2000 to $51.1 million and $31.2
million, respectively for the six month period ended September 30, 2001
contributed to reducing the cost of interest-bearing liabilities for the 2002
fiscal period.

Net interest income increased $10,000 to $7.5 million for the six months ended
September 30, 2001, compared to $7.4 million for the six months ended September
30, 2000. The change in volume of year to date average interest-earning assets
and liabilities compared at September 30, 2001 and September 30, 2000 increased
net interest income $992,000. The change in interest rates decreased net
interest income $557,000 and the rate volume mix decreased net interest income
$425,000 for the six month period ended September 30, 2001 over the six month
period ended September 30, 2000. The interest rate spread decreased from 3.51%
for the six month period in fiscal year 2001 compared to 2.90% for the six month
period in fiscal year 2002. The net interest margin decreased to 3.27% during
the six month period ended September 30, 2001 from 4.42% for the six month
period ended September 30, 2000. The decreased margin reflects the reduction in
loan fee income and the lagging of deposit repricing relative to the more rapid
repricing in total interest earning assets.

The provision for loan losses was $510,000 and net charge-offs was $111,000
during the six months ended September 30, 2001 compared to a $594,000 provision
and $70,000 in net charge-offs during the six months ended September 30, 2000.
The decrease in the provision for loan losses is the result of the reduction in
the loan portfolio and the change in mix and risks. During the second quarter of
fiscal year 2002, $40.3 million of one- to- four family residential mortgage
loans were securitized through FHLMC in to MBS. Loans receivable (Note 7)
provides a detailed analysis of the $25.4 million decrease in gross loans. The
ratio of total non-performing assets to total assets has increased from 0.24% at
March 31, 2001 to 0.45% at September 30, 2001. Non-accrual loans have increased
from $319,000 at March 31, 2001 to $1.3 million at September 30, 2001. Real
estate owned has increased from $473,000 at March 31, 2001 to $707,000 at
September 30, 2001. The loan loss provision was deemed necessary based upon
management's analysis of historical and anticipated loss rates, current loan
growth, and other factors considered.

Non-interest income increased $1.5 million or 79.3% to $3.5 million for the six
months ended September 30, 2001, compared to $1.9 million for the same period in
the prior year. Excluding the $863,000 pretax gain on sale of securities,
non-interest income increased $973,000 or 60.2% for the six months ended
September 30, 2001 compared to the same period in the prior year with the
exclusion of the $309,000 gain on sale of fixed assets due to the sale of a
branch site and land held for investment. The $973,000 increase in non-interest
income was fueled by the increase in fees received from ATMs, service charges on
deposit accounts, trust, brokered loan fees and gains on loan sales.

Non-interest expense increased $821,000, or 13.6%, to $6.9 for the six months
ended September 30, 2001 from $6.0 million for the six months ended September
30, 2000. The $821,000 increase reflects the addition of 2 full-time equivalent
employees, increased mortgage broker commissions, and increased occupancy
expenses. Full time equivalent employees increased to 146 at September 30, 2001
compared to 144 at September 30, 2000. Salaries and employee benefits increased
$437,000 to $3.7 million for the six months ended September 30, 2001 as compared
to $3.3 million for the same period in fiscal year 2001.

Provision for federal income taxes for the six months ended September 30, 2001
was $1.1 million resulting in an effective tax rate of 30.4%, compared to
$869,000 and 31.9% for the same period a year ago. The decrease in the effective
tax rate for the six months ended September 30,


                                     20
<PAGE>

2001 is primarily attributable to the impact of the dividend received deduction.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has not been any material change in the market risk disclosures contained
in the Company's Annual Report on Form 10-K for the fiscal year ended March 31,
2001.









                                     21
<PAGE>

               RIVERVIEW BANCORP, INC. AND SUBSIDIARY

                      PART II. OTHER INFORMATION

Item 1. Legal Proceedings
        -----------------
            Not applicable

Item 2. Changes in Securities and Use of Proceeds
        -----------------------------------------
            Not applicable

Item 3. Defaults Upon Senior Securities
        -------------------------------
            Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
        ---------------------------------------------------
            Not applicable

Item 5. Other Information
        -----------------
            Not applicable

Item 6. Exhibits and Reports on Form 8-K
        --------------------------------
       (a)     Exhibits:

               3.1    Articles of Incorporation of the Registrant*
               3.2    Bylaws of Registrant*
               10.1   Employment Agreement with Patrick Sheaffer**
               10.2   Employment Agreement with Ron Wysaske**
               10.3   Employment Agreement with Michael C. Yount**
               10.4   Employment Agreement with Karen Nelson**
               10.5   Severance Compensation Agreement**
               10.6   Employee Stock Ownership Plan***
               10.7   1998 Stock Option Plan****
               10.8   The Riverview Bancorp, Inc. Management Recognition and
                       Development Plan****
               21     Subsidiaries of Registrant***

       (b)     Reports on Form 8-K:  No Forms 8-K were filed during the quarter
                ended September 30, 2001.
-------------
*       Filed as an exhibit to the registrant's Registration Statement on Form
        S-1, as amended (333-30203), and incorporated herein by reference.

**      Filed as an exhibit to the Registrant's Form 10-Q for the quarter ended
        September 30, 1997, and incorporated herein by reference.

***     Filed as an exhibit to the Registrant's Form 10-K for the year ended
        March 31, 1998, and incorporated herein by reference.

****    Filed as an exhibit to the Registrant's definitive proxy statement dated
        June 5, 1998, and incorporated herein by reference.


                                   22
<PAGE>


In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                            RIVERVIEW BANCORP, INC.


DATE: November 1, 2001      BY:/S/ Patrick Sheaffer
                               --------------------
                               Patrick Sheaffer
                               President

DATE: November 1, 2001      BY:/S/ Ron Wysaske
                               ---------------
                               Ron Wysaske
                               Executive Vice President/Treasurer







                                     23
<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
