UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                             Form 10-Q

(Mark One)
[X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES
      EXCHANGE ACT OF 1934 [No Fee Required]

      For the quarterly period ended September 30, 1999 or

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE
      ACT OF 1934 [No Fee Required]

      For the transition period from ______ to _______.

      Commission file number    0-27590

                   SECURITY BANK HOLDING COMPANY
        (Exact name of issuer as specified in its charter)

           Oregon                              93-0800253
           ------                              ----------
(State or other jurisdiction of      (I.R.S. Employer Identification No.)
 incorporation or organization)

      170 S. Second St., Coos Bay, Oregon              97420
      -----------------------------------              -----
   (Address of Principal Executive Offices)          (Zip Code)

                           (541) 267-5356
                           --------------
                      (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past
12 months (or for such 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
                                                 ---    ---



State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

           Class                       Outstanding at October 31, 1999
           -----                       -------------------------------
      Common Stock, $5.00 par value            4,681,042







<PAGE>



===================================================================

                    Form 10-Q Table of Contents



      Part I

Item 1. Condensed Consolidated Financial Statements

Item 2. Management's Discussion and Analysis

Item 3. Quantitative and Qualitative Disclosures about Market Risk

      Part II

Item 1. Legal Proceedings

Item 2. Changes in Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Submission of Matters to a Vote of Security Holders

Item 5. Other Information

Item 6. Exhibits and Reports on Form 8-K

        Signatures



<PAGE>


                   PART I. FINANCIAL INFORMATION
Item 1.   Financial Statements.

           SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
               CONDENSED CONSOLIDATED BALANCE SHEETS
           (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

ASSETS                                 September 30, 1999    Dec. 31, 1998
------                                 ------------------    -------------
                                           (UNAUDITED)
Cash and cash equivalents:
   Cash and due from banks                   $10,307           $10,686
   Federal funds sold                         12,395             7,667
                                              ------             -----
      Total cash and cash equivalents         22,702            18,353

Investment securities available for sale      85,025            87,575
Loans, net                                   168,498           140,123
Mortgage loans held for sale, at cost
which approximates market                      6,682             5,920
Net investment in direct financing leases      2,746             2,813
Purchased mortgage servicing rights            2,660             2,086
Premises and equipment, net                   12,813            10,518
Federal Home Loan Bank stock, at cost          2,138             2,007
Federal Reserve Bank stock, at cost              789               649
Other assets                                   3,999             3,595
                                               -----             -----
      Total assets                          $308,052          $273,639
                                            ========          ========

LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand                                   $49,168           $40,539
    NOW accounts                              35,853            35,777
    Money market accounts                     50,211            40,883
    Savings accounts                          22,879            21,341
    Time deposit                             102,130            88,255
                                             -------           -------
      Total deposits                         260,241           226,795
------

Securities sold under agreements to
repurchase                                    12,267            10,388
Short term borrowings                            500                32
Other borrowings                                 800                --
Other liabilities                              2,243             5,168
                                               -----             -----
      Total liabilities                      276,051           242,383
                                             -------           -------

Minority interest in subsidiaries              3,281             2,224
Shareholders' equity:
   Nonvoting preferred stock, $5 par value.
      Authorized 5,000,000 shares; none issued    --                --
   Voting preferred stock, $5 par value.
      Authorized 5,000,000 shares; none issued    --                --
   Common stock, $5 par value.
      Authorized 10,000,000 shares -
      issued and outstanding 4,681,037 shares
      in 1999 (4,451,196 shares in 1998)      23,405            22,256
Surplus                                        4,720             3,863
Retained earnings                              1,211             2,454
Accumulated other comprehensive (loss) income  (616)               459
                                               ----                ---

      Total shareholders' equity              28,720            29,032
                                              ------            ------

Total liabilities, minority interest and
shareholders' equity                        $308,052          $273,639
                                            ========          ========


    See accompanying notes to condensed consolidated financial
                            statements.
<PAGE>


            SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF INCOME
      (UNAUDITED-DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

                                          Quarter Ended      Nine Months Ended
                                           September 30,       September 30,
                                           -------------       -------------
                                           1999    1998        1999    1998
                                           ----    ----        ----    ----
Interest income:
   Interest on loans                     $3,997  $3,369     $11,060 $10,007
   Income on direct financing leases         60      78         184     218
   Interest and dividends on securities:
      Taxable                             1,018   1,003       2,837   3,097
      Exempt from Federal income tax        182     223         558     610
      Dividend income on Federal Home Loan
      Bank stock                             38      36         112     112
      Dividend income on Federal Reserve
      Bank stock                             12       7          33       7
      Interest on Federal funds sold        107     359         367     928
                                            ---     ---         ---     ---
        Total interest income             5,414   5,075      15,151  14,979
                                          -----   -----      ------  ------
Interest expense:
   Deposits
      NOW                                   138     126         381     361
      Money market                          461     343       1,226     967
      Savings                               145     136         399     379
      Time                                1,203   1,179       3,459   3,521
   Securities sold under agreements to
   repurchase                               118      94         316     255
   Short term borrowings                      5       6          13      17
   Federal Home Loan Bank borrowings         --     206          --     645
   Other borrowings                          16      --          32      --
                                             --      --          --      --
        Total interest expense            2,086   2,090       5,826   6,145
                                          -----   -----       -----   -----

      Net interest income before provision
      for loan losses                     3,328   2,985       9,325   8,834
Provision for loan losses                   164      68         385     192
                                            ---      --         ---     ---
      Net interest income                 3,164   2,917       8,940   8,642
                                          -----   -----       -----   -----

Other income:
   Service charges on deposit accounts      333     322         960     893
   (Loss) gain on sale/call of investments
   available for sale, net                  (1)       4         183       9
   Loan servicing fees                       84      65         243     188
   Sold real estate loan fees               589     644       1,798   1,881
   Other                                    285     237         825     629
                                            ---     ---         ---     ---
      Total other income                  1,290   1,272       4,009   3,600
                                          -----   -----       -----   -----

Other expense:
   Salaries and employee benefits         2,140   1,677       6,231   5,113
   Occupancy of bank premises               268     201         734     596
   Furniture and equipment                  380     257         959     716
   Professional fees                        207     162         453     559
   FDIC assessment                            7       6          25      19
   Supplies                                 145     103         444     272
   ESOP compensation                         --      68          --     403
   Other                                    663     487       1,790   1,516
                                            ---     ---       -----   -----
      Total other expense                 3,810   2,961      10,636   9,194
                                          -----   -----      ------   -----
        Income before provision for
        income taxes                        644   1,228       2,313   3,048
Provision for income taxes                  222     373         810   1,022
                                            ---     ---         ---   -----
        Net income before minority interest 422     855       1,503   2,026
Net (income) loss attributable to minority
interest                                    (3)    (20)          86    (41)
                                            --     ---           --     ---
        Net income                         $419    $835      $1,589  $1,985
                                           ====    ====      ======  ======

        Net income per share - basic      $0.09   $0.19       $0.34   $0.46
                                          =====   =====       =====   =====
        Net income per share - diluted    $0.09   $0.19       $0.34   $0.46
                                          =====   =====       =====   =====

*Earnings per share for 1998 restated for 1999 stock dividend.


     See accompanying notes to condensed consolidated financial
                             statements.

<PAGE>


           SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
     CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 (UNAUDITED-DOLLARS IN THOUSANDS)

                                          Quarter Ended      Nine Months Ended
                                           September 30,       September 30,
                                           -------------       -------------
                                           1999    1998        1999    1998
                                           ----    ----        ----    ----

Net Income                                $419     $835      $1,589  $1,985

Other comprehensive income, net of income tax:

Unrealized (loss) gain on investment
securities (Net of tax of $16 and $104 for
the quarter ended September 30, 1999 and
1998 and $660 and $125 for the nine months
ended September 30, 1999 and 1998,
respectively.)                             (28)     257     (1,075)     226
                                           ---      ---      ------     ---

Comprehensive income                       $391  $1,092        $514  $2,211
                                           ====  ======        ====  ======


     See accompanying notes to condensed consolidated financial
                             statements.



<PAGE>


            SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                 (UNAUDITED-DOLLARS IN THOUSANDS)
                                                 Nine months ended September 30,
                                                        1999            1998
                                                        ----            ----
Cash flows provided by operating activities:
Net income                                            $1,589          $1,985
Adjustments to reconcile net income to net cash
used in operating activities:
   Depreciation                                          776             528
   Net amortization of investment premiums/discounts     396              83
   Deferred tax expense (benefit)                        267            (74)
   Provision for loan losses                             385             192
   Origination of mortgage loans held for sale      (87,584)        (83,262)
   Proceeds from sale of mortgage loans held for sale 86,822          82,925
   Net gain on sale of fixed assets                     (13)              --
   Net gain on call/sale of investment securities
   available for sale                                  (183)             (8)
   Federal Home Loan Bank stock dividend               (113)           (108)
   ESOP related compensation expense                      --             577
   Increase in mortgage servicing rights               (574)           (891)
   Increase in other assets                            (404)         (2,592)
   (Decrease) increase in other liabilities          (2,481)             282
    Net (loss) income attributable to minority interest (86)              41
                                                         ---              --
             Net cash used in operating activities   (1,199)           (322)
                                                      ------            ----

Cash flows from investing activities:
   Purchase of investment securities available
   for sale                                         (37,473)        (28,014)
   Proceeds from  sale  of  securities  available
   for  sale1                                         19,648           5,016
   Proceeds  from maturities and call of investment
   securities available for sale                      18,376          26,546
   Net loan originations                            (21,215)            (45)
   Purchase of participations                        (7,545)           (694)
   Additions to premises and equipment, net          (3,058)         (2,280)
   Purchase of Federal Home Loan Bank stock             (18)            (21)
   Purchase of Federal Reserve Bank stock              (148)           (483)
   Redemption of Federal Reserve Bank stock                8              --
   Originations of direct financing leases           (1,112)           (599)
   Gross payments on direct financing leases           1,179             664
                                                       -----             ---
             Net cash (used in) provided by
             investing activities                   (31,362)              90
                                                     -------              --

Cash flows from financing activities:
   Net increase in deposits                           33,446          10,611
   Increase in securities sold with agreements to
   repurchase                                          1,879             936
   Decrease of Federal Home Loan Bank borrowings          --         (3,000)
   Increase in other borrowings                          800              --
   Proceeds from issuance of common stock              2,006             447
   Payment of dividends                              (2,832)         (1,625)
   Minority interests investments in subsidiaries      1,143              --
   Increase (decrease) in short term borrowings          468           (376)
                                                         ---           ----
             Net cash provided by financing
             activities                               36,910           6,993
                                                      ------           -----
             Net increase in cash and cash
             equivalents                               4,349           6,761
Cash and cash equivalents at beginning of period      18,353          29,252
                                                      ------          ------
Cash and cash equivalents at end of period           $22,702         $36,013
                                                     =======         =======

Supplemental  disclosures of cash flow information:
   Cash paid during the period for:
             Interest                                 $5,668          $6,123
             Income taxes                               $647            $934
Supplemental disclosures of investing activities:
   Unrealized (loss) gain on investment
   securities available for sale, net of tax        $(1,075)             226
   Loans transferred to other real estate owned          $--             $--

           See accompanying notes to condensed consolidated financial
                                   statements.


<PAGE>


           SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)

(1)  Basis of Financial Statement Presentation
     -----------------------------------------
The interim condensed consolidated financial statements include the accounts of
Security Bank Holding Company (the  Company), a bank holding company, its
wholly-owned subsidiaries, Security Bank, Pacific State Bank (Pacific State) and
Family Security Bank (Family Security), its majority-owned subsidiaries, Lincoln
Security Bank (Lincoln  Security), McKenzie State Bank (McKenzie  State), and
Oregon State Bank (Oregon State), and Security Bank's wholly-owned subsidiary,
Alland, Inc.. All significant intercompany accounts and transactions have been
eliminated in consolidation.  The interim condensed consolidated financial
statements include all adjustments, consisting of normal reoccurring
adjustments, that the Company considers necessary for a fair presentation of the
results of operations for such interim  periods.  In preparing the condensed
consolidated financial statements, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities as of the date of the balance
sheets and income and expenses for the periods. Actual results could differ from
those estimates. The balance sheet data as of December 31, 1998 was derived from
audited financial statements, but does not include all disclosures contained in
the Company's 1998 Annual Report to Shareholders.  The interim condensed
consolidated financial statements should be read in conjunction with the
December 31, 1998 consolidated financial statements, including the notes
thereto, included in the Company's 1998 Annual Report to Shareholders.  Certain
amounts for 1998 have been reclassified to conform with the 1999 presentation.
The results of operations for the interim  periods shown in this report are not
necessarily indicative of results for any future interim period or the entire
fiscal year.

(2)   Stock Dividend
      --------------
On July 22, 1999, the Company declared a 5% stock dividend on the Company's
common stock which was paid on August 20, 1999 to stockholders of record on
August 6, 1999.  The dividend was charged to retained earnings in the amount of
$1.1 million, which was based on the fair value of the Company's common stock.
In addition to the 5% stock dividend, the Company increased the number of stock
options and purchase rights under the 1995 Stock Option Plan by 5% and reduced
the exercise prices  accordingly.  All  references to weighted  average shares
outstanding, per share amounts, stock  purchase  rights, option  shares, and
exercise prices included in the accompanying consolidated  financial statements
and notes reflect the 5% stock dividend and its retroactive effect.

(3)  Earnings Per Share
     ------------------
Basic and diluted earnings per share are based on the weighted average number of
common shares outstanding during each period, with diluted including the effect
of potentially dilutive common  shares.  For the quarter and nine months ended
September 30, 1998 the weighted average number of common shares outstanding did
not include 384,784 shares held by the Company's ESOP as these shares had not
been  allocated  to  participant  accounts,  nor had they been  committed to be
released.   Stock  options  outstanding for diluted earnings per share are
calculated using the treasury stock method.  The following table presents
information relating to the weighted average number of common shares outstanding
for all periods presented for both basic and diluted earnings per share
calculations:
<TABLE>
<CAPTION>

                           Three months ended September 30,      Nine months ended September 30,
                           --------------------------------      -------------------------------
                                    1999             1998                 1999            1998
                                    ----             ----                 ----            ----
<S>                              <C>              <C>                  <C>             <C>
Weighted average shares - basic  4,680,894        4,288,914            4,680,508       4,285,948

Potential dilution of stock options *6,170           29,197             **15,592          31,726
                                     -----           ------               ------          ------

Weighted average shares-diluted  4,687,064        4,318,111            4,696,100       4,317,674
                                 =========        =========            =========       =========
</TABLE>

*Options to purchase 77,700 shares of common stock at $8.50 and $12.62 per share
were outstanding during the third quarter 1999 but were not included in the
computation of diluted EPS because the options' exercise price was greater than
the average market price of the common shares.

** Options to purchase 132,825 shares of common stock at $8.33-$12.62 per share
were outstanding during 1999 but were not included in the computation of diluted
EPS because the  options' exercise  price was greater  than the average  market
price of the common shares.

<PAGE>

           SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
       NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                            (UNAUDITED)

(4)  Other Borrowings
     ----------------
At June 30, 1999 the Company had $800,000 in borrowings from a third party bank.
The one year, renewable, $1,000,000  Draw Note Line of Credit was secured to
complete the capitalization of Oregon State Bank, which commenced operations on
April 1, 1999.  The Draw Note Line of Credit is a variable rate note with
interest based on prime.  Interest was 8.25% at September 30, 1999. The note is
due March 31, 2000.

(5)  Segment Information
     -------------------
The following table presents summary income and balances for reportable segments
and reconciles segments to the Company's consolidated totals for the quarter
ended September 30, 1999.
<TABLE>
<CAPTION>

                       Commercial  Mortgage                 Intersegment
                          Banking   Banking Administration  Eliminations  Consolidated
                          -------   ------- --------------  ------------  ------------
<S>                        <C>          <C>         <C>            <C>          <C>
Interest Income            $5,449       $--         $--            $(35)        $5,414
Interest Expense            2,104        --          17             (35)         2,086

                            -----        --          --             ----         -----
  Net interest income
    before provision        3,345        --        (17)               --         3,328
Provision for loan loss       164        --          --               --           164
                              ---        --          --               --           ---
  Net interest income       3,181        --        (17)               --         3,164

Non-interest income           739       644       1,041          (1,134)         1,290

Other non-interest expense  2,897       534         840            (461)         3,810
                            -----       ---         ---            ----          -----

   Income before taxes and
    minority interest       1,023       110         184            (673)           644

Income taxes                  347        38       (163)               --           222
                              ---        --       -----               --           ---
Income before minority
interest                      676        72         347            (673)           422

Income attributable to
minority interest              --        --          --              (3)           (3)
                               --        --          --               --            --

  Net income                 $676       $72        $347           $(676)          $419
                             ====       ===        ====           ======          ====
</TABLE>

The following table presents summary income and balances for reportable segments
and reconciles segments to the Company's consolidated totals for the nine months
ended September 30, 1999.
<TABLE>
<CAPTION>

                       Commercial  Mortgage                 Intersegment
                          Banking   Banking Administration   Eliminations  Consolidated
                          -------   ------- --------------   ------------  ------------
<S>                       <C>           <C>         <C>            <C>         <C>
Interest Income           $15,208       $--         $12            $(69)       $15,151
Interest Expense            5,863        --          32             (69)         5,826
                            -----        --          --             ----         -----
  Net interest income
    before provision        9,345        --        (20)               --         9,325
Provision for loan loss       385        --          --               --           385
                              ---        --          --               --           ---
  Net interest income       8,960        --        (20)               --         8,940

Non-interest income         2,228     2,006       3,049          (3,274)         4,009

Other non-interest expense  8,047     1,580       2,160          (1,151)        10,636
                            -----     -----       -----          ------         ------

   Income before taxes and
    minority interest       3,141       426         869          (2,123)         2,313

Income taxes                1,104       152       (446)               --           810
                            -----       ---       -----               --           ---

  Income before minority
  interest                  2,037       274       1,315          (2,123)         1,503

Loss attributable to
minority interest              --        --          --               86            86
                               --        --          --               --            --
  Net income               $2,037      $274      $1,315         $(2,037)        $1,589
                           ======      ====      ======         ========        ======
</TABLE>
<PAGE>

The following table presents summary income and balances for reportable segments
and reconciles segments to the Company's consolidated totals for the quarter
ended September 30, 1998.
<TABLE>
<CAPTION>

                       Commercial  Mortgage                 Intersegment
                          Banking   Banking  Administration Eliminations  Consolidated
                          -------   -------  -------------- ------------  ------------
<S>                        <C>          <C>         <C>              <C>        <C>
Interest Income            $5,039       $--         $36              $--        $5,075
Interest Expense            2,090        --          --               --         2,090
                            -----        --          --               --         -----
  Net interest income
    before provision        2,949        --          36               --         2,985
Provision for loan loss        68        --          --               --            68
                               --        --          --               --            --
Net interest income         2,881        --          36               --         2,917

Non-interest income           690       699       1,161          (1,278)         1,272
Other non-interest expense  2,021       452         788            (300)         2,961
                            -----       ---         ---            ----          -----

   Income before taxes and
    minority interest       1,550       247         409            (978)         1,228

Income taxes                  551        90       (268)               --           373
                              ---        --       -----               --           ---

  Income before minority
  interest                    999       157         677            (978)           855

Income attributable to
minority interest              --        --          --             (20)          (20)
                               --        --          --              ---           ---

  Net income                 $999      $157        $677           $(998)          $835
                             ====      ====        ====           ======          ====
</TABLE>

The following table presents summary income and balances for reportable segments
and reconciles segments to the Company's consolidated totals for the nine months
ended September 30, 1998.
<TABLE>
<CAPTION>

                       Commercial  Mortgage                 Intersegment
                          Banking   Banking Administration  Eliminations  Consolidated
                          -------   ------- --------------  ------------  ------------
<S>                       <C>           <C>         <C>             <C>        <C>
Interest Income           $14,897       $--         $83             $(1)       $14,979
Interest Expense            6,146        --          --              (1)         6,145
                            -----        --          --              ---         -----
  Net interest income
    before provision        8,751        --          83               --         8,834
Provision for loan loss       192        --          --               --           192
                              ---        --          --               --           ---
  Net interest income       8,559        --          83               --         8,642

Non-interest income         1,921     2,072       3,223          (3,616)         3,600

Other non-interest expense  6,133     1,408       2,495            (842)         9,194
                            -----     -----       -----            ----          -----

   Income before taxes and
    minority interest       4,347       664         811          (2,774)         3,048

Income taxes                1,531       237       (746)               --         1,022
                            -----       ---       -----               --         -----

  Income before minority
  interest                  2,816       427       1,557          (2,774)         2,026

Income attributable to
minority interest              --        --          --             (41)          (41)
                               --        --          --             ----          ----

        Net income         $2,816      $427      $1,557         $(2,815)        $1,985
                           ======      ====      ======         ========        ======
</TABLE>

<PAGE>


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations.


For the Quarter ended September 30, 1999 and 1998

GENERAL.  Net income  decreased to $419,000 for the three months ended September
30, 1999 from $835,000 for the same period in 1998, a 50% decrease.  The three
months ended September 30, 1998 was the second best in the history of the
company.  Contributing to earnings in 1998 was strong earnings from the Mortgage
Company.  For the three months ended September 30, 1999, Mortgage Company
earnings were down due to increasing  interest rates.  Additionally, due to the
Company's overall growth strategy in 1999, large increases were experienced in
other expense (see following discussion on other expense).  The new investments
in McKenzie State and Oregon State, which commenced  operations in November 1998
and April 1999, respectively, also reduced net income for the quarter ended
September 30, 1999.

NET INTEREST  INCOME.  Net interest  income is the difference  between  interest
income  (principally from loans and investment securities) and interest expense
(principally on customer deposits and borrowings).  Changes in net interest
income result from changes in volume, net interest spread, and net interest
margin. Volume refers to the average dollar level of interest earning assets and
interest bearing liabilities.  Net interest spread refers to the differences
between the average yield on interest earning assets and the average cost of
interest bearing liabilities.  Net interest margin refers to net interest income
divided by average interest earning assets.  The Company's  profitability, like
that of many financial  institutions, is  dependent to a large extent upon net
interest  income.  Since the Company  tends to be asset  sensitive, as interest
earning assets mature or reprice more quickly than interest bearing  liabilities
in a given period, a significant decrease in the market rates of interest could
adversely affect net interest income. In contrast, an increasing  interest rate
environment could  favorably  impact net interest income.  Competition and the
economy also impact the Company's net interest income.

Net interest income before the provision for loan losses  increased  $343,000 or
11% for the three months ended  September 30, 1999 over the same period in 1998.
Of the increase of $343,000,  an increase in volume accounted for an increase of
$404,000 offset by a decrease in asset yield of $61,000.  Average interest
earning assets increased $23.7 million, while average interest bearing
liabilities increased $25.9 million.  The increase in average interest earning
assets and interest bearing liabilities resulted from increases in loans,
deposits, fed funds purchased, and other borrowings, offset by a decrease in
average borrowings from the Federal Home Loan Bank of $13 million.

The average net interest spread increased from 4.59% to 4.73%, mainly due to the
repayment of all Federal Home Loan Advances in December 1998. Average rates paid
decreased  34 basis  points to 3.10% in the third  quarter of 1999 from 3.44% in
the third quarter of 1998,  primarily  from a reduction in deposit cost, and the
repayment of all Federal Home Loan Bank advances.  In addition, average earning
asset yields decreased 20 basis points from 8.03% to 7.83%.  The low/flat
interest rate yield curve and increased  competitive  pressures caused variable
rate repricing on assets over the period decreasing asset yields.  The Company's
net interest  margin for the third  quarter of 1999 was 4.81%, an increase of 9
basis points from 4.72% for the third quarter of 1998.

PROVISION FOR LOAN LOSSES. The loan loss provision during the three month period
ended  September 30, 1999, was $164,000 and $68,000 for the same period in 1998.
The increase is primarily due to higher reserve levels at September 30, 1999 as
compared to September 30, 1998.  The increase in the reserve ratio to 1.5% in
December 1998 was in response to regulatory recommendations,  which did not
address specific loans within the Bank's portfolio,  but rather recommended the
reserve be increased to more closely match the Company's peer group.  The loss
reserve ratio for the Company's peer group ranges from 1.2% to 1.5%.  At
September 30, 1999 the consolidated loan loss reserve ratio was 1.43% of total
loans.  This rate is lower than 1.5% due to the additions of McKenzie State Bank
and Oregon State Bank with loss reserve  ratios of .82% and .67%, respectively,
at September 30, 1999. The underwriting standards and types of loans at McKenzie
State Bank and Oregon  State Bank are of the same quality as the other banks and
the loss reserve ratios will be increased to 1.5% over a period of three years,
as management does not anticipate significant losses during the start-up phase.
There has been no significant change in the mix of loans or the economy since
September 30, 1998.

Net charge-offs during the three month periods were $48,000 and $29,000 for 1999
and 1998, respectively.
<PAGE>

Management  believes the loan loss provision maintains
the allowance for loan losses at an appropriate level.  The allowance for loan
losses was $2,576,000 at September 30, 1999, as compared to $1,428,000 at
September 30, 1998.

Non-performing assets (defined as loans on non-accrual status, 90 days or more
past due, and other real estate owned) were $1,427,000 and $605,000 at September
30, 1999 and 1998, respectively.  Management believes the loans are adequately
secured and that no significant losses will be incurred.

OTHER INCOME.  Other income remained  fairly  constant, increasing slightly to
$1,290,000 for the  three months ended September 30, 1999 as compared  to
$1,272,000 for the same period in 1998.  The  increase in other income is due
primarily to loan servicing fees resulting from increase in the mortgage
servicing portfolio and increases in other fee income.  Increases were offset by
losses on investments available for sale and a decrease in sold loan fees.

OTHER EXPENSE.  Other expense (including ESOP Compensation expense as discussed
below) increased 29% to $3,810,000 for the three months ended September 30, 1999
compared to $2,961,000 for the same period in 1998.  Salaries and employee
benefits, the largest non-interest expense, increased $463,000 or 28%.  The
increase in salaries is primarily due to the additions of McKenzie State Bank
and Oregon State  Bank,  and of staff to support the growth of the new banks.
Additional increases were experienced in all areas resulting from the Company's
overall growth strategy.

ESOP COMPENSATION EXPENSE. The Company sponsors an Employee Stock Ownership Plan
(ESOP), an employee-retirement  benefit plan which owns approximately 22% of the
common stock of the Company. In December 1998, the ESOP debt was repaid in full,
thereby releasing all remaining shares for allocation and reducing ESOP
compensation expense to zero for 1999.


For the nine months ended September 30, 1999 and 1998

GENERAL.  Net income decreased to $1,589,000 for the nine months ended September
30, 1999 from $1,985,000 for the same period in 1998, a 20% decrease.  The
decrease in net income is attributable to the Company's overall growth strategy
and the new investments in McKenzie State Bank and Oregon  State Bank, which
commenced operations in November 1998 and April 1999, respectively.

NET INTEREST  INCOME.  Net interest income before the provision for loan losses
increased  $491,000 or 6% for the nine months ended  September 30, 1999 over the
same  period  in 1998.  Of the increase of $491,000, an  increase in volume
accounted for an increase of $596,000 offset by a decrease in spread of
$105,000. Average interest earning assets increased $12.7 million, while average
interest costing liabilities increased $14.5 million.  The increase in average
interest earning assets and interest bearing liabilities resulted from increases
in loans, deposits, fed funds purchased, and other borrowings, offset by a
decrease in average borrowings from the Federal Home Loan Bank of $13 million.

The average net interest spread increased from 4.65% to 4.71%, mainly due to the
repayment of all Federal Home Loan Advances in December 1998. Average rates paid
decreased 36 basis points to 3.11% for the nine months ended  September 30, 1999
from 3.47% for the same period of 1998,  primarily  from a reduction  in deposit
cost,  and the  repayment of all Federal Home Loan Bank  advances.  In addition,
average earning asset yields  decreased 30 basis points from 8.12% to 7.82%. The
low/flat  interest rate yield curve and increased  competitive  pressures caused
variable rate repricing on assets over the period  decreasing asset yields.  The
Company's net interest  margin for the nine months ended  September 30, 1999 was
4.81%, an increase of 2 basis points from 4.79% for the same period of 1998.

PROVISION FOR LOAN LOSSES.  The loan loss provision during the nine-month period
ended September 30, 1999, was $385,000 and $192,000 for the same period in 1998.
The increase is primarily due to higher  reserve levels at September 30, 1999 as
compared to  September  30, 1998.  The increase in the reserve  ratio to 1.5% in
December 1998 was in response to regulatory recommendations,  which did not
address specific loans within the Bank's portfolio,  but rather  recommended the
reserve be increased to more closely  match the Company's  peer group.  The loss
reserve ratio for the Company's  peer group ranges from 1.2% to 1.5%.  There has
been no  significant change in the mix of loans or the economy since  September
30,  1998.
<PAGE>

Net  charge-offs during the nine month periods were $104,000 and
$193,000 for 1999 and 1998, respectively.

Management believes the loan loss provision maintains the allowance for loan
losses at an appropriate  level. The allowance for loan losses was $2,576,000 at
September 30, 1999, as compared to $1,428,000 at September 30, 1998.

Non-performing  assets (defined as loans on non-accrual  status, 90 days or more
past due, and other real estate owned) were $1,427,000 and $605,000 at September
30, 1999 and 1998, respectively.  Management believes the loans are adequately
secured and that no significant losses will be incurred.

OTHER INCOME. Other income increased 11% to $4,009,000 for the nine months ended
September  30, 1999 as compared to $3,600,000  for the same period in 1998.  The
increase in other income is due to gains on the sale of  investment  securities
available for sale, increases in fee income, and increases in loan servicing
fees resulting from increases in the mortgage servicing  portfolio.  The Company
utilized overnight borrowings at December 31, 1998 to pay-off longer term
Federal Home Loan Bank advances in December 1998.  In January 1999, facing the
possibility of a rising interest rate environment, the Company sold
approximately $8 million in investments available for sale to repay the
overnight borrowings.

OTHER EXPENSE.  Other expense (including ESOP Compensation  expense as discussed
below) increased 16% to $10,636,000 for the nine months ended September 30, 1999
compared to $9,194,000 for the same period in 1998.  Salaries and employee
benefits, the largest non interest expense, increased 22%.  The increase in
salaries is primarily due to the addition of McKenzie State Bank and Oregon
State Bank, and of staff to support the growth of the new banks.  Additional
increases were experienced in most areas resulting from the Company's overall
growth strategy.

ESOP COMPENSATION EXPENSE. The Company sponsors an Employee Stock Ownership Plan
(ESOP), an employee-retirement  benefit plan which owns approximately 22% of the
common stock of the Company. In December 1998, the ESOP debt was repaid in full,
thereby releasing all remaining shares for allocation and reducing ESOP
compensation expense to zero for 1999.

FINANCIAL CONDITION
Total assets have increased 13% to $308.1 million at September 30, 1999 compared
to $273.6 million at December 31, 1998.

Fed funds sold increased to $12.4  million at September 30, 1999, compared to
$7.7 million at December 31, 1998.  The increase is a result of timing and the
additions of McKenzie State Bank and Oregon State Bank.

Net loans and leases increased in the period from $148.9 million at December 31,
1998 to $177.9  million at September 30, 1999. The increase is due to the growth
strategy of the Company and the addition of the new banks,  McKenzie  State Bank
and Oregon State Bank. McKenzie State Bank's net loans increased $7.1 million to
$8.7 million at September 30, 1999 compared to $1.6 million at December 31, 1998
and Oregon  State Bank's net loans increased  to $5.7 million at September  30,
1999.  The increase in secondary market  mortgage  originations  also caused an
increase in purchased  mortgage servicing  rights,  which increased 28% to $2.6
million at September 30, 1999.

The  increase in premises  and  equipment  at  September  30, 1999  results from
expansion activities underway by the Company. Additions represent costs incurred
at McKenzie State Bank,  Oregon State Bank, and for the  construction of the new
main branch of Security Bank in Coos Bay, Oregon.

Deposit growth has continued for the third quarter of 1999, increasing $33.4
million to $260.2 million at September 30, 1999, compared to $226.8 million at
December 31, 1998. The growth in 1999 has been predominantly in money market and
demand deposits, and results from the overall growth strategy of the company.

Securities sold under agreements to repurchase increased $1.9 million to $12.3
million at September 30, 1999, compared to $10.4 million at December 31, 1998.
The increase is due to an increase in fed funds purchased, funds used for asset
growth, and an increase in commercial repurchase agreements.
<PAGE>

Short term  borrowings  increased  $468,000 to $500,000 at September 30, 1999
compared to $32,000 at December 31, 1999.  The increase is due to Treasury, Tax
and Loan receipts which fluctuate seasonally.

Other borrowings increased to $800,000 at September 30, 1999.  The increase is
due to  borrowings from a third party bank to complete the capitalization of
Oregon State Bank, which commenced operations April 1, 1999.

Other liabilities  decreased $2.9 million to $2.2 million at September 30, 1999,
compared to $5.2 million at December 31, 1998. The decrease is due to the timing
of suspense credits, which was unusually high at December 31, 1998.

LIQUIDITY
Liquidity enables the Company to meet the withdrawals of its depositors and the
borrowing needs of its loan  customers.  The Company  maintains its liquidity
position through maintenance of cash resources and a stable core deposit base. A
further source of liquidity  is the Company's ability to borrow  funds.  The
Company maintains three unsecured lines of credit totaling $11.0 million for the
purchase of funds on an  overnight basis.  The Company is also a member of the
Federal Home loan Bank which  provides a secured line of credit in the amount of
$55.4 million, and other funding opportunities for liquidity and asset/liability
matching.  Over the past four years these lines have been used periodically.  As
of September 30, 1999 no funds were borrowed under the Company's unsecured lines
of credit and no funds were borrowed  from the Federal Home Loan Bank.  Interest
rates  charged on the lines are  determined  by market  factors.  The Company's
liquidity has been stable and adequate over the past several  years.  Short-term
deposits  have  continued to grow and excess  investable cash is invested on a
short-term basis into Federal funds sold. The Company's primary source of funds
is consumer deposits and commercial  accounts.  These funds are not subject to
significant movements as a result of changing interest rates and other economic
factors, and therefore enhance the Company's long term liquidity.

CAPITAL RESOURCES
Beginning in 1990, federal regulators required the calculation of Risk-based
Capital.  This is an analysis that weights balance sheet and  off-balance  sheet
items for their  inherent risk. It requires  minimum standards for Risk-based
Capital by Capital Tier.  Full implementation of this analysis was required in
1992, requiring a minimum total Risk-based  Capital ratio of 8.00%,  a minimum
Tier 1 Capital Ratio of 4.00% and a minimum Leverage Capital Ratio of 4.00%.

At September 30, 1999, the Company's estimated regulatory capital ratios were as
follows:  Total Risk-based Capital Ratio of 15.24%,  Tier 1 Capital Ratio of
14.13% and Leverage Capital Ratio of 9.84%. This was compared to 17.15%, 15.94%
and 10.72% for total Risk-based Capital Ratio, Tier 1 Capital Ratio and Leverage
Capital  Ratio, respectively, at December 31, 1998.  If the Company were fully
leveraged, further growth would be restricted to the level attainable through
generation and retention of net income unless the Company were to seek
additional capital from outside sources.

YEAR 2000 ISSUES

INTRODUCTION.  The Year 2000 creates challenges with respect to the automated
systems used by  financial institutions and other companies.  Many software
programs are not able to recognize the year  2000,  since most programs and
systems were designed to store calendar years in the 1900's by assuming the "19"
and storing only the last two digits of the year. For example, these automated
systems would recognize a year stored as "00" as the year "1900", rather than as
the year "2000".  If these  automated  systems are not  appropriately  re-coded,
updated or replaced before the year 2000,  they will likely confuse data,  crash
or fail in some  manner.  In addition,  many  software  programs  and  automated
systems will fail to recognize the year 2000 as a leap year.  The problem is not
limited to computer  systems.  Year 2000 issues will  potentially affect every
system that has an embedded  microchip,  such as automated  teller  machines,
elevators and vaults.

The year 2000 challenge is especially  problematic for financial  institutions,
since many transactions such as interest accruals and payments are date
sensitive.  It also may affect the  operations of third parties with whom the
Company does business, including the Company's vendors, suppliers, utility
companies and customers.
<PAGE>

THE COMPANY'S STATE OF READINESS.  The Company is committed to addressing these
year 2000 challenges in a prompt and responsible manner and has dedicated
resources to do so.  Management has completed an assessment of its automated
systems and has implemented a plan to resolve these issues, including purchasing
appropriate computer technology.  The Company's year 2000 compliance plan ("Y2K
Plan") has five phases. These phases are (1) project management, (2) awareness,
(3) assessment, (4) testing, and (5) renovation and implementation.  The Company
has substantially completed phases one through four,  although appropriate
follow-up activities are continuing to occur, and the Company is currently
involved in the renovation and implementation phase of the Y2K Plan.

PROJECT  MANAGEMENT.  The Company has assigned primary responsibility for year
2000 project management to its Vice President-Data Processing.  The Company has
also formed a year 2000 compliance committee, consisting of appropriate
representatives from its critical operational areas including each of the
affiliate banks, to assist the Vice President-Data Processing in implementing
the Y2K Plan. In addition, the Company provides monthly reports to its Board of
Directors and to the Boards of Directors of each of its subsidiaries in order to
assist them in overseeing the Company's year 2000 readiness.

AWARENESS.  The Company has completed several projects designed to promote
awareness of year 2000 issues throughout our organization and our customer base.
These projects include communication through local seminars in each of the
communities the Company serves, mailing information brochures to deposit and
loan customers, providing training for lending officers and other staff,  and
responding to vendor, customer, and shareholder inquiries.

ASSESSMENT.  Assessment is the  process of identifying all mission-critical
applications that could potentially be negatively  affected by dates in the year
2000 and beyond.  The Company's assessment phase is substantially complete.
Systems examined during this phase included telecommunications systems,
account-processing applications, and other software and hardware used in
connection with customer accounts. The Company's operations, like those of many
other companies, are intertwined with the operations of certain of its business
partners.  Accordingly, the Company's operations could be materially affected if
the operations of those companies who provide the Company with mission critical
applications, systems, and services are materially affected.  For example, the
Company depends upon vendors who provide equipment,  technology, and software to
it in connection with its business operations. Failure of these software vendors
to achieve year 2000 readiness could substantially  affect the operations of the
Company.  In  addition, lawsuits and other financial challenges materially
affecting the financial viability of these vendors could materially  affect the
Company.  In response to this concern, the Company has identified and contacted
those vendors who provide our mission-critical applications.  The Company has
assessed their year 2000 compliance efforts and will continue to monitor their
progress as the year 2000 approaches.

TESTING.  Updating and testing of the Company's mission-critical automated
systems has been completed.  All mission-critical systems were successfully
tested to verify that dates in the year 2000 are being appropriately recognized
and processed.  Testing of renovations and new systems will continue throughout
1999.

RENOVATION AND  IMPLEMENTATION.  This phase involves  obtaining and implementing
renovated software application provided by our vendors. As these applications
are received and implemented, the Company will test them for year 2000
compliance.  This phase also involves upgrading and replacing automated systems
where appropriate and will continue throughout 1999. Although this phase will be
substantially complete before the end of 1999, additional follow-up activities
may take place in the year 2000 and beyond.

ESTIMATED  COSTS TO ADDRESS THE COMPANY'S YEAR 2000 ISSUES.  The total financial
effect of these year 2000 challenges on the Company cannot be predicted with
certainty at this time.  In fact, in spite of all efforts being made to rectify
these problems, the success of these efforts cannot be predicted until the year
2000 actually  arrives.  The Company will upgrade or replace  certain  automated
systems  before the year 2000;  however some of these  systems would have been
replaced before the year 2000 without regard to year 2000 compliance issues, due
to technology updates and Company expansion.  In 1998, the Company budgeted
$160,000 for Year 2000 related costs and has expensed $50,000 in Year 2000
related costs at September 30, 1999.
<PAGE>

Management does not believe that expenses related to meeting the Company's year
2000 challenges will have a material effect on the operations or financial
performance of the Company.  However, factors beyond the control of management,
such as the effects on vendors of our mission-critical software and systems, the
effects of year 2000 issues on the economy,  and the development  of the risks
identified  below under "The Risks of the  Company's Year 2000 Issues,"  among
other things, could  have a material effect on the  operations or financial
performance of the Company.

THE RISKS OF THE  COMPANY'S  YEAR 2000 ISSUES.  The year 2000 presents certain
risks to the Company and its operations. Some of these risks are present because
the Company purchases  technology  applications from other parties who face year
2000 challenges. Other of these risks are inherent in the business of banking or
are risks faced by many companies with stock traded on a national stock
exchange.  Although it is impossible to identify every possible risk that the
Company may face moving into the new millennium,  Management has to date
identified the following potential risks:

     1. Commercial banks, such as the Company, may experience a contraction in
     their deposit base, if a significant amount of deposited funds are
     withdrawn by customers prior to the year 2000, and interest rates may
     increase in the latter part of 1999.  This potential deposit contraction
     could make it necessary for the Company to change its sources of funding
     and could materially impact future earnings. The Company has incorporated a
     contingency plan for addressing this situation, should it occur, into its
     asset and liability management policies. This plan includes maintaining the
     ability to borrow funds in an amount at least equal to 50% of the Company's
     allowed  borrowing from the Federal Home Loan Bank of Seattle.  Significant
     demand for funds by other banks could reduce the amount of funds  available
     for the  Company to borrow.  If insufficient funds are available from a
     Federal Home Loan Bank or other correspondents,  the Company may also sell
     investment securities or other liquid assets to meet liquidity needs.
     Despite these efforts, a significant deposit contraction could materially
     impact the Company's earnings or future operations, particularly if funds
     availability at the Federal Home Loan Bank is impaired.

     2. The Company lends significant amounts to businesses in its' market area.
     If these  businesses are adversely affected by year 2000 issues, their
     ability to repay loans could be impaired.  This increased credit risk could
     affect the Company's financial performance.  During the assessment phase of
     the Company's Y2K Plan, significant borrowers were identified.  Management
     is currently monitoring the year 2000 compliance efforts of these credit
     customers.

     3. The Company's operations, like those of many other companies, can be
     affected by the year 2000 triggered failures of other companies upon whom
     the Company depends for the functioning of its automated systems.
     Accordingly, the Company's operations could be materially affected, if the
     operations of those companies who provide the Company with mission critical
     applications, systems, and services are materially affected.  As described
     previously, the Company has identified its mission-critical vendors and is
     monitoring their year 2000 compliance progress.

     4. All companies with stock traded on a national stock exchange, including
     the Company, could experience a drop in stock price as investors change
     their investment portfolios or sell stock prior to the new millennium.  At
     this time, it is impossible to predict whether or not this will in fact be
     the case with respect to the stock of the Company or any other company.

     5. The Company's ability to operate effectively in the year 2000 could be
     affected by communications abilities and access to utilities, such as
     electricity, water, telephone, and others, to the extent access is
     interrupted due to the effects of year 2000 issues on these and other
     utilities.

THE COMPANY'S CONTINGENCY PLANS.  The Company has developed contingency plans
related to year 2000 issues.  These plans range from obtaining mission-critical
system back-up capabilities to funds management contingencies.
<PAGE>

FORWARD LOOKING STATEMENTS.  The previous discussion, entitled  "Year 2000
Issues," includes certain "forward looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 ("PSLRA").  This statement is
included for the express  purpose of availing the Company of the  protections of
the safe harbor provisions of the PSLRA. Management's ability to predict results
or effects of issues related to the year 2000 is inherently  uncertain, and is
subject to factors that may cause actual results to differ materially from those
projected.  Factors that could affect the actual results include the possibility
that protection procedures, contingency plans, and remediation efforts will not
operate as intended, and the Company's failure to timely or completely identify
all software or hardware applications requiring  remediation, unexpected costs,
and the  uncertainty  associated  with the  impact  of year  2000  issues on the
banking industry and on the Company's  customers, vendors, and others with whom
it does  business.  Readers are cautioned not to place undue reliance on these
forward looking statements.


Item 3.  Quantitative and Qualitative Disclosures about Market
Risk.

OVERVIEW.  Interest rate, credit, and operations risks are the most significant
risks impacting the Company's  performance.  Other types of market risk, such as
foreign currency exchange rate risk and commodity price risk do not arise in the
normal course of the Company's business  activities.  The Company relies on loan
reviews, prudent loan  underwriting standards and an adequate reserve for loan
loss to mitigate credit risk.

The Company defines interest sensitivity (or interest rate risk) as the risk
that the Company's earnings or capital will change when interest rates change.
Market, or economic risk, by comparison, is the risk that the value of the
Company's assets will change when interest rates change.  To ensure consistent
measurement, the Company has developed comprehensive Asset and Liability
Management policies that are followed by all affiliate banks.

"Exposure" is the change in pre-tax earnings, over a 12-month period,  when the
Fed Funds rate changes.  "Leverage" is the Company's exposure calculated as a
percent of capital and therefore is expressed in terms of a pre-tax Return on
Equity.

If the Company's earnings move in the same direction as interest rates, then the
Company is "asset sensitive" (i.e.  interest income changes more than interest
expense).  If the  earnings move in the opposite direction from the change in
rates, then the Company is "liability  sensitive" (i.e. interest expense changes
more than interest income).

CALCULATION OF INTEREST RATE RISK.  A change in earnings as a result of changes
in interest rates is caused by two factors.  First, the rate on each asset and
liability changes by a different amount and at a different time.  Second, there
are different volumes of assets and liabilities maturing and repricing (the
traditional gap). The combination causes a change in the Company's net interest
margin.

EXPOSURE CALCULATION OF INTEREST RATE RISK:  The Company will use change in
earnings exposure as its primary measure of interest rate risk. It is the policy
of the Company to control the  exposure of the Company's earnings to changing
interest  rates by generally  maintaining a position  within a reasonable  range
around an "earnings neutral" or "balanced" position.  This is defined as the mix
of assets and  liabilities that generate a net interest margin that is not
affected by interest rate changes.

There are three reasons for establishing a target range rather than an exact
earnings neutral position. Measuring interest rate risk is not an exact science.
We can only estimate the earnings impact of a change in rates, and this estimate
may change as the rate environment changes (this is often called "basis risk").
Also, the mix of assets and  liabilities available in the Company's  market may
not produce an exact  earnings  neutral  position, thus forcing the Company to
forego good business opportunities if it must keep a totally balanced position.
Lastly, a neutral position does not allow the Company to modestly position
itself to take advantage of a rising or falling rate trend (i.e.  keeping
investments shorter when rates are rising).

There can be exceptions to this general rule. If, for example, the Company has a
liquidity or capital problem then this takes priority and the Company would
employ a strategy that protects liquidity by maintaining an asset sensitive
position (i.e.  having assets that will reprice quickly to reflect a change in
interest rates). This would keep assets at current rates to allow their sale, if
needed, without recognizing a significant loss.
<PAGE>

Interest Rate Risk Exposure/Leverage Limits:
--------------------------------------------
The Company shall normally maintain a mix of assets and liabilities that
produces interest rate risk that will change the Company's net interest  income
over the next 12 months less than the  following  limits,  if the Fed Funds rate
changes 2%:

                    Change in ROE
                      Leverage
                      --------

      Asset sensitive     4.0%

      Liability sensitive 2.0%

There is a lower risk limit for liability  sensitivity  because, in a liability
sensitive Company, interest rate risk and market risk move in the same
direction, thereby exaggerating the impact of changing  rates. If the Company
were asset sensitive, these two risks would tend to offset each other.

Interest rate risk is calculated quarterly and reported to the  Asset/Liability
Management Committee and then to the respective Boards of Directors. Significant
changes in the structure of the Company's finances can be modeled during the
quarters to ensure continued compliance with these policy limits.  At no time
during 1998 and 1999 were these limitations  exceeded.  Management has assessed
these limits and believes that there has been no material change since December
31, 1998.

INFLATION
The primary impact of inflation on the Company's operations is increased asset
yields, deposit costs and operating overhead.  Unlike most industrial companies,
virtually all of the assets and liabilities of a financial institution are
monetary in nature.  As a result, interest rates generally have a more
significant impact on a financial institution's  performance than the effects of
general levels of inflation.  Although interest rates do not necessarily move in
the same  direction or to the same extent as the prices of goods and services,
increases in inflation generally have resulted in increased interest rates. The
effects of inflation can magnify the growth of assets, and if significant, would
require that equity capital  increase at a faster rate than would  otherwise be
necessary.



<PAGE>


                    PART II. OTHER INFORMATION

Item 1.    Legal Proceedings.

           None.


Item 2.    Changes in Securities.

           Not applicable.


Item 3.    Defaults Upon Senior Securities.

           Not applicable.


Item 4.    Submission of Matters to a Vote of Securities Holders.

           None.


Item 5.    Other Information.

           Not applicable.


Item 6.    Exhibits and Reports on Form 8-K.

      (a)  Exhibits.
           The following exhibit is being filed here with:
           Exhibit 27 Financial Data Schedule

      (b)  Reports on Form 8-K.
           None.


<PAGE>


                            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 thereunto duly authorized.


DATED:    October 31, 1999.

                               SECURITY BANK HOLDING COMPANY


                               By:  /s/ Charles D. Brummel
                                    ----------------------
                                  Charles D. Brummel
                                  Chairman and Chief Executive Officer