SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT


PURSUANT TO SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): July 28, 2004


Banner Corporation
(Exact name of registrant as specified in its charter)


       Washington       
State or other jurisdiction
of incorporation
   0-26584   
Commission
File Number
   91-1691604   
(I.R.S. Employer
Identification No.)


10 S. First Avenue, Walla Walla, Washington
(Address of principal executive offices)
   99362   
(Zip Code)


Registrant's telephone number (including area code) (509) 527-3636


Not Applicable
(Former name or former address, if changed since last report)






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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

        (c)        Exhibits

        99.1     Press Release of Banner Corporation dated July 28, 2004.


Item 12. Results of Operations and Financial Condition

        On July 28, 2004, Banner Corporation issued its earnings release for the first quarter ended June 30, 2004. A copy of the earnings release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.



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SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
BANNER CORPORATION
 
 
DATE:  July 28, 2004 By: /s/D. Michael Jones               
      D. Michael Jones
      President and Chief Executive Officer








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Exhibit 99.1













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THE CEREGHINO GROUP
CORPORATE INVESTOR RELATIONS
5333 - 15th AVE SO., SUITE 1500
SEATTLE, WA 98108
206.762.0993
www.stockvalues.com

Contact: D. Michael Jones,
 President and CEO
 Lloyd W. Baker, CFO
(509) 527-3636
News Release





BANNER CORPORATION REPORTS YEAR TO DATE PROFITS INCREASE 18%
FUELED BY STRONG LOAN AND DEPOSIT GROWTH

Walla Walla, WA - July 28, 2004 - Banner Corporation (Nasdaq: BANR), the parent company of Banner Bank, today reported that exceptional growth in loans and deposits contributed to an 18% increase in net income for the first six months of 2004. For the first half of the year, net income was $8.9 million, or $0.76 per diluted share, compared to $7.6 million, or $0.68 per diluted share, for the same period a year earlier. For the second quarter, net income grew 10% to $4.5 million, or $0.39 per diluted share, compared to $4.1 million, or $0.37 per diluted share, for the second quarter of 2003.

"We are continuing to focus on building a well-rounded commercial bank," said D. Michael Jones, President and Chief Executive Officer. "Our business fundamentals remain strong as our revenues, loans and deposits have steadily increased. We are also moving forward and expanding our franchise. During the most recent quarter, we purchased three branch properties and a piece of undeveloped land from a major bank that recently completed an acquisition. This facilities purchase is part of an ambitious strategy to grow deposits by expanding our retail distribution in important markets in Washington, Oregon and Idaho. These properties, located in Edmonds, Kent, Everett and Bellingham, are all part of the Puget Sound region, the most highly populated area in the Pacific Northwest with the most significant business activity. Earlier this year, we opened new offices in Hillsboro, Oregon, Walla Walla, Washington, and Boise and Twin Falls, Idaho."

Second Quarter 2004 Highlights (Compared to Second Quarter 2003)

* Net income increased 10% to $4.5 million.
* Net interest income, after the provision for loan loss, increased 23% to $22.0 million.
* Assets grew 10% to $2.8 billion.
* Loans grew 15% to $1.9 billion.
* Revenues increased 8% to $27.5 million.
* Deposits grew 8% to $1.8 billion.
* Provision for loan losses decreased 36% to $1.5 million as asset quality continued to improve.

Income Statement Review

Second quarter revenues (net interest income before the provision for loan losses plus other operating income) increased 8% to $27.5 million compared to $25.4 million in the second quarter of 2003. For the first half of the year, revenues increased 9% to $54.1 million compared to $49.7 million in the same period of 2003. For the quarter, net interest income before the provision for loan losses increased 17% to $23.4 million compared to $20.1 million in the second quarter of 2003. For the first half of the year, net interest income before the provision for loan losses increased 17% to $46.1 million compared to $39.5 million in the same period of 2003. Following the addition of $1.5 million to its provision for loan losses, Banner's net interest income for the quarter increased 23% to $22.0 million compared to $17.8 million in the second quarter a year ago.

Income from fees and service charges increased 12% for the second quarter and for the first six months of the year compared to the respective periods last year, as the number of new deposit accounts and balances both increased. Deposit fees and other service charges increased to $2.1 million in the second quarter compared to $1.8 million for the second quarter of 2003. Although mortgage banking operations increased from the first quarter, they declined from the second quarter a year ago when refinancing activity was at higher levels. "As refinancing activity slows, mortgage banking operations are returning to more normal levels," said Jones.

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BANR  -  Second Quarter Results
July 28, 2004
Page 2


For the quarter, income from mortgage banking operations, including loan servicing fees, was $1.8 million compared to $3.2 million for the second quarter of 2003. Total other operating income for the quarter was $4.1 million compared to $5.4 million for the same quarter last year, declining principally as a result of the decrease in mortgage banking operations.

Banner's net interest margin increased 8 basis points to 3.65% for the quarter ended June 30, 2004, compared to 3.57% in the second quarter of 2003, but declined by 5 basis points from the first quarter of 2004. For the first half of 2004, net interest margin increased 5 basis points to 3.67%, from 3.62% in the first half of 2003. "Our net interest margin came under pressure during the quarter as a result of slightly lower yields on both loans and investments and an apparent end to a long-term period of declining funding costs, reflecting recent changes in interest rate markets," said Jones. "We have been booking better quality loans at somewhat narrower spreads in a very competitive market. In addition, the rate floors supporting some of our loans have been pushed lower in the current low rate environment as the loans mature and renew."

Over the past year Banner has opened five branches and four lending centers. Hiring personnel to staff this expansion and increased occupancy costs have contributed to a higher level of non-interest (other) expense. Continued legal and collection costs associated with certain non-performing assets, and expenses related to compliance with the additional disclosure and attestation provisions of the Sarbanes-Oxley Act also added to operating expense in the current period. Other operating expense was $19.5 million for the quarter ended June 30, 2004, compared to $17.3 million in the second quarter of 2003. For the first half of the year, other operating expense was $38.4 million compared to $34.3 million for the first half of 2003.

Balance Sheet Review

Assets reached a record $2.8 billion at June 30, 2004, a 10% increase from $2.5 billion a year earlier. Deposits grew 8%, to $1.8 billion, compared to $1.7 billion at June 30, 2003. Book value per share increased to $18.08 at June 30, 2004, from $17.96 per share a year earlier. Tangible book value was $14.82 per share at June 30, 2004, compared to $14.59 a year earlier.

Net loans grew 15%, to $1.9 billion at June 30, 2004, from $1.7 billion a year ago. "We have seen excellent growth in the commercial and multifamily real estate area, construction and land loans, and agricultural business," said Jones. "Commercial and multifamily real estate and construction and land development loans have increased 21% from year ago levels and now represent 55% of the loan portfolio. Commercial business and agricultural lending has increased 14% over the past twelve months and now represents 26% of the total portfolio." Single family lending represents just 17% of Banner's loan portfolio.

Credit Quality

Non-performing assets were $28.9 million, or 1.05% of total assets, at June 30, 2004, a 22% reduction from $37.1 million, or 1.48% of total assets, at June 30, 2003. The loan loss provision for the second quarter was $1.5 million, which is level with the provision in the first quarter, and a 36% reduction from the $2.3 million provision for the second quarter a year ago. At June 30, 2004, the allowance for loan losses totaled $28.0 million, representing 1.47% of total loans outstanding. Net charged off loans for the first six months of 2004 were 5 basis points of average loans outstanding, a significant improvement from the first six months of the prior year when net charge-offs were 31 basis points.

Conference Call

The Company will host a conference call today, Wednesday, July 28, 2004, at 8:00 a.m. PDT, to discuss the second quarter results. The conference call can be accessed live by telephone at 303-262-2211. To listen to the call online, go to the Company's website at www.banrbank.com or to www.fulldisclosure.com. Institutional investors may access the call via the subscriber-only site, www.streetevents.com. An archived recording of the call can be accessed by dialing 303-590-3000, passcode 11003070# until Wednesday, August 4, 2004 or via the Internet at www.fulldisclosure.com.


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BANR  -  Second Quarter Results
July 28, 2004
Page 3


About the Company

Banner Corporation is the parent company of Banner Bank, a commercial bank which operates a total of 46 branch offices and twelve loan offices in 23 counties in Washington, Oregon and Idaho. Banner Bank serves the Pacific Northwest region with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. Visit Banner Bank on the Web at www.bannerbank.com.

Statements concerning future performance, developments or events, expectations for earnings, growth and market forecasts, and any other guidance on future periods, constitute forward-looking statements, which are subject to a number of risks and uncertainties that are beyond the Company's control and might cause actual results to differ materially from the expectations and stated objectives. Factors which could cause actual results to differ materially include, but are not limited to, regional and general economic conditions, management's ability to generate continued improvement in asset quality and profitability, changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values, competition, loan delinquency rates, the successful operation of the newly-opened branches and loan offices, changes in accounting principles, practices, policies or guidelines, changes in legislation or regulation, other economic, competitive, governmental, regulatory and technological factors affecting operations, pricing, products and services and Banner's ability to successfully resolve the outstanding credit issues and/or recover check kiting losses. Accordingly, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. Banner undertakes no responsibility to update or revise any forward-looking statements.

(tables follow)






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BANR  -  Second Quarter Results
July 28, 2004
Page 4


RESULTS OF OPERATIONS Quarters Ended 6 Months Ended





(In thousands except share and per share data) Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Jun 30, 2004
Jun 30, 2003
INTEREST INCOME:
   Loans receivable $30,298 $29,019 $29,396 $59,317 $58,240
   Mortgage-backed securities 4,394 4,527 3,183 8,921 6,235
   Securities and cash equivalents 3,140
3,081
2,833
6,221
5,655
37,832 36,627 35,412 74,459 70,130
INTEREST EXPENSE:
   Deposits 8,404 7,864 8,851 16,268 17,722
   Federal Home Loan Bank advances 4,962 5,125 5,747 10,087 11,447
   Junior subordinated debentures
      / trust preferred securities

843

692

546

1,535

1,113
   Other borrowings 223
237
203
460
375
14,432
13,918
15,347
28,350
30,657
   Net interest income before provision
      for loan losses

23,400

22,709

20,065

46,109

39,473
PROVISION FOR LOAN LOSSES 1,450
1,450
2,250
2,900
4,500
   Net interest income 21,950 21,259 17,815 43,209 34,973
OTHER OPERATING INCOME:
   Loan servicing fees 347 266 (83) 613 447
   Other fees and service charges 2,057 1,843 1,839 3,900 3,497
   Mortgage banking operations 1,452 1,252 3,244 2,704 5,306
   Gain (loss) on sale of securities 62 11 - - 73 3
   Miscellaneous 207
444
383
651
948
   Total other operating income 4,125 3,816 5,383 7,941 10,201
OTHER OPERATING EXPENSE:
   Salary and employee benefits 13,024 12,103 11,589 25,127 22,800
   Less capitalized loan origination costs (1,891) (1,487) (1,975) (3,378) (3,550)
   Occupancy and equipment 2,645 2,487 2,349 5,132 4,721
   Information / computer data services 1,016 1,026 868 2,042 1,706
   Professional services 790 915 844 1,705 1,274
   Advertising 1,341 1,108 801 2,449 1,667
   Miscellaneous 2,611
2,676
2,799
5,287
5,714
   Total other operating expense 19,536
18,828
17,275
38,364
34,332
   Income before provision for income taxes 6,539 6,247 5,923 12,786 10,842
PROVISION FOR INCOME TAXES 1,991
1,884
1,802
3,875
3,292
NET INCOME $4,548 $4,363 $4,121 $8,911 $7,550
Earnings per share
   Basic $0.41 $0.39 $0.38 $0.80 $0.70
   Diluted $0.39 $0.38 $0.37 $0.76 $0.68
Cumulative dividends declared per common share $0.16 $0.16 $0.15 $0.32 $0.30
Weighted average shares outstanding
   Basic 11,140,502 11,051,187 10,805,856 11,095,844 10,796,218
   Diluted 11,720,499 11,634,105 11,130,330 11,685,980 11,085,621
Shares repurchased during the period 11,953 7,729 - - 19,682 - -

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BANR  -  Second Quarter Results
July 28, 2004
Page 5


FINANCIAL CONDITION
(In thousands except share and per share data) Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Dec 31, 2003
ASSETS
Cash and due from banks $  53,699 $  61,894 $ 143,945 $  77,298
Securities available for sale 600,048 693,257 563,969 674,942
Securities held to maturity 51,211 31,498 11,191 27,232
Federal Home Loan Bank stock 35,387 35,038 33,814 34,693
Loans receivable:
   Held for sale 5,887 12,100 39,602 15,912
   Held for portfolio 1,903,532 1,784,482 1,624,514 1,711,013
   Allowance for loan losses (28,037)
(26,885)
(26,075)
(26,060)
1,881,382 1,769,697 1,638,041 1,700,865
Accrued interest receivable 14,341 13,889 14,293 13,410
Real estate owned held for sale, net 3,564 2,077 8,691 2,967
Property and equipment, net 32,815 24,779 20,216 22,818
Goodwill and other intangibles, net 36,441 36,477 36,613 36,513
Deferred income tax asset, net 7,024 1,335 1,810 1,941
Bank-owned life insurance 34,529 34,143 32,748 33,669
Other assets 9,629
8,901
9,368
8,965
$  2,760,070 $  2,712,985 $  2,514,699 $  2,635,313
LIABILITIES
Deposits:
   Non-interest-bearing $209,704 $203,695 $191,134 $205,656
   Interest-bearing 1,622,889
1,546,195
1,501,730
1,465,284
1,832,593 1,749,890 1,692,864 1,670,940
Borrowings:
   Advances from Federal Home Loan Bank 555,058 585,158 507,952 612,552
   Junior subordinated debentures 72,168 72,168 - - 56,703
   Trust preferred securities - - - - 40,000 - -
   Other borrowings 72,539
74,445
42,014
69,444
699,765 731,771 589,966 738,699
Accrued expenses and other liabilities 17,911 16,538 31,537 18,444
Deferred compensation 4,739 4,500 3,728 4,252
Income taxes payable 2,768
751
1,723
178
2,557,776 2,503,450 2,319,818 2,432,513
STOCKHOLDERS' EQUITY
Common stock 125,438 124,730 121,384 123,375
Retained earnings 85,494 82,801 74,966 80,286
Accumulated other comprehensive income (4,461) 6,062 3,340 3,191
Unearned shares of common stock issued to Employee Stock
   Ownership Plan (ESOP) trust: at cost

(3,628)

(3,628)

(4,264)

(3,589)
Net carrying value of stock related deferred compensation plans (549)
(430)
(545)
(463)
202,294
209,535
194,881
202,800
$  2,760,070 $  2,712,985 $  2,514,699 $  2,635,313
Shares Issued:
Shares outstanding at end of period 11,630,434 11,578,934 11,366,835 11,473,331
   Less unearned ESOP shares at end of period 438,985
438,985
515,707
434,299
Shares outstanding at end of period excluding
    unearned ESOP shares

11,191,449

11,139,949

10,851,128

11,039,032
Book value per share (1) $     18.08 $     18.81 $     17.96 $     18.37
Tangible book value per share (1) $     14.82 $     15.53 $     14.59 $     15.06
Consolidated Tier 1 leverage capital ratio 8.86% 9.07% 8.20% 8.73%

(1) - Calculation is based on number of shares outstanding at the end of the period rather than
         weighted average shares outstanding and excludes unallocated shares in the employee
         stock ownership plan ( ESOP ).

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BANR  -  Second Quarter Results
July 28, 2004
Page 6


ADDITIONAL FINANCIAL INFORMATION
( Dollars in thousands )
LOANS ( including loans held for sale ): Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Dec 31, 2003
Secured by real estate:
   One- to four-family $ 287,990 $ 279,497 $ 299,524 $ 275,197
   Consumer secured by one- to four-family 38,918
32,600
25,875
31,277
     Total one to four-family 326,908 312,097 325,399 306,474
   Commercial 506,411 488,137 407,419 455,964
   Multifamily 104,936 92,687 76,598 89,072
   Construction and land 433,611 407,561 376,385 398,954
Commercial business 340,493 321,979 328,130 321,671
Agricultural business including secured by farmland 160,920 138,501 113,445 118,903
Consumer 36,140
35,620
36,740
35,887
Total loans outstanding $1,909,419 $1,796,582 $1,664,116 $1,726,925
 
NON-PERFORMING ASSETS: Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Dec 31, 2003
Loans on non-accrual status $ 24,118 $ 26,686 $ 27,196 $ 28,010
Loans more than 90 days delinquent, still on accrual 1,139
766
926
421
Total non-performing loans 25,257 27,452 28,122 28,431
Real estate owned ( REO ) / Repossessed assets 3,613
2,166
9,018
3,132
   Total non-performing assets $ 28,870 $ 29,618 $ 37,140 $ 31,563
Total non-performing assets / Total assets 1.03% 1.09% 1.48% 1.60%


Quarters Ended
6 Months Ended
CHANGE IN THE
ALLOWANCE FOR LOAN LOSSES:
Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Jun 30, 2004
Jun 30, 2003
Balance, beginning of period $ 26,885 $ 26,060 $ 25,551 $ 26,060 $ 26,539
Provision 1,450 1,450 2,250 2,900 4,500
Recoveries of loans previously charged off: 285 151 244 436 354
Loans charged-off: (583)
(776)
(1,970)
(1,359)
(5,318)
   Net (charge-offs) recoveries (298)
(625)
(1,726)
(923)
(4,964)
Balance, end of period $ 28,037 $ 26,885 $ 26,075 $ 28,037 $ 26,075
 
Net charge-offs / Average loans outstanding 0.02% 0.04% 0.11% 0.05% 0.31%
Allowance for loan losses/Total loans outstanding 1.47% 1.50% 1.57% 1.47% 1.57%

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BANR  -  Second Quarter Results
July 28, 2004
Page 7


ADDITIONAL FINANCIAL INFORMATION
( Dollars in thousands )
( Rates / Ratios Annualized )
Quarters Ended
6 Months Ended
OPERATING PERFORMANCE: Jun 30, 2004
Mar 31,2004
Jun 30, 2003
Jun 30, 2004
Jun 30, 2003
Average loans $ 1,858,449 $ 1,750,998 $ 1,633,218 $ 1,804,723 $ 1,607,865
Average securities and deposits 721,778 716,046 622,141 718,912 593,927
Average non-interest-earning assets 149,293
163,435
160,455
156,365
158,950
   Total average assets $ 2,729,520 $ 2,630,479 $ 2,415,814 $ 2,680,000 $ 2,360,742
 
Average deposits $ 1,776,837 $ 1,670,509 $ 1,598,829 $ 1,723,673 $ 1,552,883
Average borrowings 725,047 732,789 607,483 728,918 598,053
Average non-interest-earning liabilities 20,468
19,467
13,980
19,968
15,548
   Total average liabilities 2,522,352 2,422,765 2,220,292 2,472,559 2,166,484
Total average stockholders' equity 207,168
207,714
195,522
207,441
194,258
   Total average liabilities and equity $ 2,729,520 $ 2,630,479 $ 2,415,814 $ 2,680,000 $ 2,360,742
 
Interest rate yield on loans 6.56% 6.67% 7.22% 6.61% 7.30%
Interest rate yield on securities and deposits 4.20%
4.27%
3.88%
4.24%
4.04%
   Interest rate yield on interest-earning assets 5.90%
5.97%
6.30%
5.93%
6.42%
 
Interest rate expense on deposits 1.90% 1.89% 2.22% 1.90% 2.30%
Interest rate expense on borrowings 3.34%
3.32%
4.29%
3.33%
4.36%
   Interest rate expense on interest-bearing liabilities 2.32%
2.33%
2.79%
2.32%
2.87%
Interest rate spread 3.58% 3.64% 3.51% 3.61% 3.55%
Net interest margin 3.65% 3.70% 3.57% 3.67% 3.62%
 
Other operating income / Average assets 0.61% 0.58% 0.89% 0.60% 0.87%
Other operating expense / Average assets 2.88% 2.88% 2.87% 2.88% 2.93%
Efficiency ratio ( other operating expense / revenue ) 70.98% 70.98% 67.88% 70.98% 69.11%
Return on average assets 0.67% 0.67% 0.68% 0.67% 0.64%
Return on average equity 8.83% 8.45% 8.45% 8.64% 7.84%
Average equity / Average assets 7.59% 7.90% 8.09% 7.74% 8.23%

(# # #)

Transmitted on Business Wire on Wednesday, July 28, 2004, at 5:00 a.m. PDT.



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