Revised Amendment No. 10

The Company is filing this amendment to SC 13-D/A for the sole purpose of attaching this Amendment No. 10. This document was inadvertently omitted from the original transmission, filed with the SEC on April 10, 2009.

UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 10)*

Cowlitz Bancorporation

(Name of Issuer)

Common Stock, no par value

(Title of Class of Securities)

223767

(CUSIP Number)

Jeffery D. Gow

11624 S.E. 5th Street, Suite 200

Bellevue, WA 98005

(425) 586-7700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

April 9, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 223767
1	Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Crescent Capital VI, L.L.C.
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Source of Funds (See Instructions) WC, OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ?
6	Citizenship or Place of Organization State of Washington
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 1,508,360*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,508,360*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,508,360*
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) 29.4%**
14	Type of Reporting Person (See Instructions) OO

* Crescent Capital VI, L.L.C., a Washington limited liability company (“Crescent”), owns 1,508,360 shares of the Issuer’s Common Stock. Steve Wasson individually owns 1,000 shares of the Issuer’s Common Stock. Crescent does not have any voting or dispositive power over Mr. Wasson’s shares and hereby disclaims beneficial ownership of the shares owned by Mr. Wasson.

** The calculation is based on a total of 5,122,608 shares of Common Stock outstanding as of February 28, 2009, as reported by the Issuer in its Form 10-K filed with the Securities and Exchange Commission on March 31, 2009.


CUSIP No. 223767
1	Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Jeffery D. Gow
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Source of Funds (See Instructions) WC, OO
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ?
6	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 1,508,360*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,508,360*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,508,360*
12	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented By Amount In Row (11) 29.4%**
14	Type Of Reporting Person (See Instructions) IN


CUSIP No. 223767
1	Names of Reporting Persons I.R.S Identification Nos. of above persons (entities only). Steve Wasson
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X]
3	SEC Use Only
4	Source of Funds (See Instructions) PF
5	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e) ?
6	Citizenship or Place of Organization United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	Sole Voting Power 1,000*
		8	Shared Voting Power 0
		9	Sole Dispositive Power 1,000*
		10	Shared Dispositive Power 0
11	Aggregate Amount Beneficially Owned by Each Reporting Person 1,000*
12	Check if the Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented By Amount In Row (11) 0.0%**
14	Type Of Reporting Person (See Instructions) IN

Explanatory Note

This Schedule 13D, as amended (“Schedule 13D”), relates to shares of Common Stock, no par value (“Common Stock”), of Cowlitz Bancorporation, a Washington corporation (the “Issuer”). This statement is being filed by Crescent Capital VI, L.L.C., a limited liability company organized under the laws of the State of Washington (“Crescent”), Jeffery D. Gow, an individual (“Gow”), and Steve Wasson, an individual (“Wasson”). Crescent, Gow, and Wasson are hereinafter sometimes referred to together as the “Reporting Persons”.

Item 4.

Purpose of Transaction

The Reporting Persons have acquired the shares of the Issuer reported herein in order to profit from appreciation of the Common Stock.

On July 27, 2007, Crescent sent a written offer (the “Offer”) to the Issuer’s Chairman and President and CEO pursuant to which Crescent would acquire for cash all of the outstanding shares of Common Stock of the Issuer that Crescent does not already own (the “Transaction”) at a price of $15.00 per share. A copy of the Offer was attached as Exhibit 99.5 to Amendment No. 1.

On September 5, 2007, the Issuer announced in a press release that its Board of Directors had unanimously rejected the Offer as not in the long-term best interests of shareholders, since, among other concerns, the $15.00 per share offer was significantly inadequate.

On March 6, 2008, Steve Wasson met with Phillip Rowley, Chairman of the Cowlitz Board of Directors, and discussed, among other topics, appointing a representative of Crescent to the Board of Directors. On April 21, 2008, Mr. Rowley informed Mr. Wasson that the Board declined to appoint a Crescent representative to the Board.

On May 9, Mr. Gow sent to the Cowlitz Board of Directors the letter attached as Exhibit 99.6 and incorporated herein by reference.

On June 30, 2008, Crescent filed its application to become a bank holding company with the Federal Reserve Bank of San Francisco (the “Reserve Bank”). In its application, Crescent sought approval to increase its ownership in Cowlitz up to thirty percent (30%) of the outstanding shares. Crescent filed a corresponding application with the Washington state Division of Banks, Department of Financial Institutions on July 16, 2008.

On August 6, 2008, Crescent received notice from the Reserve Bank that its application to become a bank holding company and acquire up to thirty percent (30%) of the outstanding shares of Cowlitz had been approved. On August 13, 2008, the Washington state Division of Banks, Department of Financial Institutions, informed Crescent that the Division had no objections to Crescent’s application. On January 26, 2009, Crescent requested that the Reserve Bank extend the time period for its acquisition of additional shares. On January 30, 2009, the Reserve Bank notified Crescent that it had extended the time period for Crescent’s acquisition from February 5, 2009 to May 5, 2009.

On November 21, 2008, Crescent sent a letter to Cowlitz nominating five individuals for election to the Cowlitz board of directors at its 2009 annual meeting of shareholders, under the procedure authorized in Cowlitz’s bylaws, which permits shareholders to nominate individuals as directors. The individual nominees are as follows: Jeffery D. Gow, Steven D. Wasson, Gary A. Young, Robert A. Underhill and Justin P.S. Taylor. If any one or more of these individuals were to be elected as directors, they would each replace an existing director, the identity of whom would not be known until the results of the annual meeting of shareholders were announced.

On January 2, 2009, Crescent sent a letter to Cowlitz noting that Crescent had not received any response from Cowlitz regarding Crescent’s November 21^st letter. The January 2^nd letter reiterated Crescent’s intention of

nominating the individuals identified in the November 21^st letter and requested Cowlitz respond by January 9, 2009 if Cowlitz believed the applicable requirements of its bylaws had not been satisfied, thereby allowing Crescent to make appropriate changes or other action be made or taken by January 24, 2009 (the date identified in the Cowlitz 2008 proxy statement as the date by which notice of nominations must be given for the 2009 annual meeting). As of the filing of this amendment, Crescent has received no response from Cowlitz to any of its letters. As a result, Crescent has concluded that, to elect such individuals as directors, Crescent will need to, and intends to, solicit proxies from Cowlitz shareholders for the 2009 annual meeting of shareholders to elect the individuals nominated by Crescent in its November 21^st letter.

On January 27, 2009, Crescent sent a letter to Cowlitz demanding a copy of, or an opportunity to copy, the shareholder list of Cowlitz for the purpose of communicating with the other shareholders of Cowlitz regarding Cowlitz’s affairs, including the solicitation of proxies in connection with the Cowlitz 2009 annual meeting of shareholders. On February 13, 2009, Cowlitz provided, in part, the shareholder information that Crescent had requested, and noted that it would reconsider the other information requested by Crescent if Crescent provided legal authority for its request. By letter dated February 19, 2009, Crescent provided Cowlitz with citations to legal authorities for the remaining shareholder information.

Crescent has authority from the Reserve Bank to purchase up to 30% of Cowlitz Common Stock. At Crescent’s current ownership, Crescent is authorized to purchase an additional 28,422 shares (based on 5,122,608 shares outstanding at February 28, 2009 reported in Cowlitz’s Form 10-K filed on March 31, 2009). Depending upon market conditions and other factors that the Reporting Persons may deem material to their investment decisions, the Reporting Persons may purchase additional securities of the Issuer in the open market or in private transactions. As disclosed in the May 9^th letter (Exhibit 99.6), the Reporting Persons are acquiring additional shares, and are nominating individuals for election as directors and intend to solicit proxies to elect such nominees, with the purpose and intention of increasing their ability to influence and, potentially, control the board of directors of Cowlitz, and thereby the policies, management and actions of Cowlitz. As a result, the Reporting Persons may be deemed to have the intention of controlling Cowlitz.

On February 26, 2009, Mr. Wasson called Mr. Rowley to suggest that, given that Crescent had just reported owning more than 29% of the Company’s common stock, and the fact that the Company’s chief executive officer and chief credit officer had sold all of their stock in the Company, perhaps it was time for the Board and Crescent to renew the discussion concerning Crescent’s representation on the Board. Mr. Rowley responded that he would discuss Crescent’s request with other independent directors. Thereafter, Mr. Rowley indicated that the Company was willing to meet with Crescent, and the parties exchanged drafts of a confidentiality agreement. On Friday, March 19, 2009, Messrs. Gow and Wasson, accompanied by counsel, met with the Company’s counsel and independent directors: Mr. Rowley, John Peterson, Brian Magnuson and Linda Tubbs. At the meeting, the parties executed a mutual nondisclosure agreement, and discussed Crescent’s perspectives on a wide range of topics involving the Company, Crescent’s intentions for the Company and Crescent’s view of the upcoming shareholder meeting.

On April 9, 2009, Crescent sent a letter to Cowlitz attached as Exhibit 99.7 and incorporated herein by reference.

The letter summarizes Crescent’s attempts over the last two years to obtain representation on the Board, notes that Crescent has been approved as a bank holding company by the Reserve Bank and explains that, if necessary, Crescent will conduct a proxy contest at the 2009 annual meeting of shareholders. Crescent’s letter stated that Crescent believes it is in the best interest of all Cowlitz’s shareholders to avoid a proxy contest because of the costs imposed on shareholders. As an alternative, Crescent proposes a transitional period in which Mr. Gow and Mr. Wasson would immediately be appointed as directors, and that seven directors would be nominated for the 2009 annual meeting, four of whom would be Crescent nominees and three of whom would be existing directors.

Crescent submitted a form of Settlement Agreement to reflect these and other related terms. Under the proposed Settlement Agreement, Crescent would provide the Board with an opportunity to review certain confidential information concerning Crescent, as contained in its bank holding company application. The Company could terminate the Settlement Agreement if the Board determined that the consummation of the provisions of that agreement would violate the Board’s fiduciary duties.

Crescent’s letter also identified a partial list of the actions of management and the Board that has led to a decline in shareholder value. Crescent indicated that it is open to discussing revisions to the Settlement Agreement but will

not permit the existing Board’s intransigence to prevent Crescent from exercising any oversight of its substantial investment in Cowlitz.

As of the date hereof no settlement has been agreed upon and Crescent continues to intend to nominate directors for election at the 2009 Annual Meeting.

The Reporting Persons intend to monitor developments at the Issuer and may communicate with members of the board of directors and management of the Issuer relating to such matters that the Reporting Persons deem relevant to their investment in the Issuer.

At the present time, other than the actions described in the preceding paragraphs, the Reporting Persons have no specific plans or proposals that would relate to or result in any of the actions referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 7.

Material to Be Filed as Exhibits


	Exhibit No.	Description
	99.1	Name, business address and present principal occupation of each executive officer or person controlling Crescent Capital VI, L.L.C. (incorporated herein by reference to Exhibit 1 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on February 1, 2006)
	99.2	Form of Salomon Smith Barney Client Agreement (incorporated herein by reference to Exhibit 2 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on January 22, 2004)
99.3		Dates and prices of purchases of Common Stock (incorporated herein by reference to Exhibit 99.3 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on May 4, 2007)
99.4		Joint Filing Agreement dated May 4, 2007 (incorporated herein by reference to Exhibit 99.4 to the Reporting Persons’ Schedule 13D, filed with the Securities and Exchange Commission on May 4, 2007)
99.5		Letter delivered by Crescent Capital VI, LLC to Issuer on July 27, 2007 (incorporated herein by reference to Exhibit 99.5 to the Reporting Persons’ Schedule 13D, Amendment No. 1, filed with the Securities and Exchange Commission on July 7, 2007)
99.6		Letter delivered by Crescent Capital VI, LLC to Issuer on May 9, 2008 (incorporated herein by reference to Exhibit 99.6 to the Reporting Persons’ Schedule 13D, Amendment No. 2, filed with the Securities and Exchange Commission on May 9, 2008)
99.7		Letter from Crescent Capital VI, LLC to Phillip S. Rowley, Chairman, Cowlitz Bancorporation, dated April 9, 2009

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: April 9, 2009
	Crescent Capital VI, L.L.C.

	By:	/s/ Jeffery D. Gow
	Name: Jeffery D. Gow
	Title: Managing Member

	/s/ Jeffery D. Gow
	Jeffery D. Gow

	/s/ Steve Wasson


			Steve Wasson

Crescent Capital VI, LLC

11624 S.E. 5th Street, Suite 200

Bellevue, WA 98005

April 9, 2009

Via Fed Ex and Email

Phillip S. Rowley, Chairman

Cowlitz Bancorporation

927 Commerce Ave.

Longview, Washington 98632

Re:

Settlement Agreement

Dear Mr. Rowley:

For almost two years, Crescent Capital VI, LLC has sought representation on the board of directors of Cowlitz Bancorporation.

We first made a request in June 2007 when Crescent owned approximately 9.8% of Cowlitz’s outstanding common stock. On July 24, 2007, Mr. Fitzpatrick informed Steve Wasson that the Cowlitz Board of Directors had unanimously rejected our proposal. We renewed our request in March 2008. On April 21, 2008, you informed Crescent that the Board again declined to appoint a Crescent representative to the Board.

We continue to believe that Crescent could provide valuable insights to Cowlitz’s business. I have more than 20 years of experience in real estate investment, development and construction, expertise that is lacking on the Cowlitz board. Further, Crescent’s members have valuable business contacts for Cowlitz in its two largest markets: Seattle and Portland. Steve Wasson has more than 30 years of banking experience and we both have substantial business and banking contacts in those two markets. Steve and I are both actively involved in the business of banking, both as investors and as directors of Western Capital Corporation and its wholly-owned subsidiary, Western Capital Bank, Boise, Idaho.

During the past year, Crescent has applied for, and been approved as a bank holding company by the Board of Governors of the Federal Reserve System. As reported in our SEC filings, Crescent now is the single largest shareholder of Cowlitz, with 1,508,360 shares, 29.45% of all outstanding shares. In addition, while Crescent has been purchasing Cowlitz’s shares, the Bank’s senior management has been selling their shares.

Letter to Mr. Phillip S. Rowley

April 9, 2009

Page 2

In fact, you and the other directors, by contrast, own less than 0.5% of Cowlitz’s outstanding shares, yet continually rejected our request for Board representation. You and the Board seem to believe that Steve and I are not qualified to be directors or that somehow we would adopt policies detrimental to the other shareholders of Cowlitz, despite overwhelming evidence to the contrary. Given Cowlitz’s recent dismal operating performance, we think making changes to the current Board is overdue, and that our experience and aligned interests will provide great benefit and comfort to other shareholders.

In November 2008, Crescent submitted to Cowlitz its nominees for election to the Board, as required by Cowlitz’s bylaws. To date, we still do not know who the Board proposes to nominate for election at the annual meeting of shareholders.

Crescent is prepared, if necessary, to wage a proxy contest at the annual meeting. We believe that Cowlitz shareholders are disenchanted with the current Board and we are confident that they will vote in overwhelming numbers to elect Crescent’s nominees. We believe that, based on the incumbent Board’s record and Crescent’s closely aligned interests with Cowlitz’s shareholders, Crescent will be successful in a proxy contest.

Nevertheless, we believe it is in the best interest of all Cowlitz’s shareholders to avoid a proxy contest at the annual meeting. A proxy contest would be expensive and damage further the Company’s capital, especially if Crescent were to win, because the senior management may become entitled to $2.1 million under the change of control provisions in their employment contracts. We would urge the Board not to allow the senior managers to receive such a windfall in light of the dismal performance of Cowlitz in the last two years. Simply by cooperating with Crescent, the Board could prevent such a windfall. Accordingly, we request that the Board consider the attached Settlement Agreement, which proposes an orderly transition in Board membership. Crescent recognizes that existing directors provide valuable relationships to Cowlitz in its home markets, as well as historical insights to the bank’s business affairs. Crescent believes that the proposed transition is better for all Cowlitz shareholders than a proxy fight.

_______________________

Summary of Settlement Agreement

The terms of the draft Settlement Agreement are as follows:

Crescent will send to Cowlitz upon execution of the Settlement Agreement a copy of its bank holding company application, together with a current balance sheet

The Board then has five days to evaluate Crescent’s information

If the Board determines that it would be a breach of its fiduciary duty to consummate the Settlement Agreement, then the Board can terminate the agreement.

If the Board does not terminate the agreement, Jeff Gow and Steve Wasson become directors of Cowlitz, and will constitute a majority of the Corporate Governance Committee.

That committee will nominate four of Crescent’s nominees and three of the existing directors for a 7 person slate at Cowlitz’s annual meeting.

Letter to Mr. Phillip S. Rowley

April 9, 2009

Page 3

If the Board terminates the agreement, the annual meeting of shareholders will be held in June on a date to be mutually agreed upon.

Crescent will conduct a proxy contest to elect its nominees.

The shareholders will decide which individuals should be elected to the Board.

The Settlement Agreement thus allows the Board the opportunity to fulfill its fiduciary obligations.

_______________________

A Note on Proxy Contests

If Cowlitz declines to accept Crescent’s proposal or if the Board executes the Settlement Agreement and then terminates the agreement, there will be a proxy contest. Crescent is confident that, not only will it win the proxy contest, but more than 50% of the non-Crescent shares voting in the election (a total of 65% of the outstanding shares) will support Crescent’s proposed slate of directors. Crescent believes it already represents the majority of Cowlitz shareholders, and this vote will confirm that representation.

If Crescent is successful, a proxy contest could cost Cowlitz’s shareholders an estimated $3 million, comprised of Cowlitz’s proxy expenses, Crescent’s proxy expenses, and the change of control payments due senior management. A $3 million reduction in Cowlitz’s capital could threaten Cowlitz’s status as being “well capitalized” and is hardly in the shareholders’ interests.

A proxy contest will offer shareholders a choice between nominees recommended by a 30% shareholder and an existing Board who own 0.5% of the stock and have the following record:

Shareholders reject stock option plan (2006)

Response: Board adopts a stock appreciation plan for executives

Board amends senior executive employment agreements to pay executives $2.1 million if Crescent’s ownership exceeds 30% of Cowlitz

Two most senior executives sell all of their stock in late February 2009

Their only equity interest in Cowlitz are out-of-the-money stock options

Cowlitz stock price promptly drops 40%

The board takes no action to resolve this mis-alignment of management’s interest with shareholder’s interests

Board, including current incumbents, presides over the following:

Destruction of shareholder capital of $6.8 million in 2008.

Before tax losses in 2007 and 2008 totaling over $14 million.

Loan losses in last 3 years of $18 million (up 1,964% in 3 years)

Nonperforming assets, foreclosed real estate and 90 day delinquent loans grow from $1.8 million to $26.8 million (up 1,422% in just 2 years)

During 2006 and 2007, management increases its exposure to real estate construction and other loans from 17% to 24.5% of total loans even while market indicators were showing a decline in the real estate market

Letter to Mr. Phillip S. Rowley

April 9, 2009

Page 4

Diminished bank capital

In the last 3 years, Total Risk Based Capital declined from 18.89% (well above the 10% threshold to be considered “well capitalized”) to 11.47% (a 39% decline)

Significant deterioration of deposit quality

In last 3 years deposit balances in

Profitable transactions accounts dropped from 23% to 8% of total deposits.

Stable money market and savings accounts dropped from 40% to 25%

In last 3 years

Expensive CDs increased from 36.5% to 66.7%

Unstable brokered CDs increased from 10.6% to 40.5%

Stock price falls from $17.15 to $3.88 in two years

Board in 2009 amends bylaws to require indemnification even if the director is only partly successful in his defense

Board owns in the aggregate 0.5 % of the outstanding shares

Board refuses to permit 30% shareholder to have any representative on the Board

This is only a partial list of the actions of management and the board that has led to a decline in shareholder value. You can be sure that shareholders will weigh the current Board’s record as they make their choice of new directors.

Crescent has no interest in enriching lawyers through a proxy contest, but Crescent will not permit the existing Board’s intransigence to prevent Crescent from exercising any oversight of its substantial investment in Cowlitz.

Crescent wishes to resolve these matters and is open to discussing revisions to the Settlement Agreement. That discussion must happen promptly.

Very truly yours,

Jeffery D. Gow

Attachment:

Settlement Agreement

Cc:

Steven D. Wasson

John M. Peterson

Linda M. Tubbs

Brian E. Magnuson

Richard J. Fitzpatrick

Ernie D. Ballou

C. Kent Carlson, Esq.

Drew Ognall, Esq.

Mark R. Beatty, Esq.