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 June 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 July 30, 1999
      Common Stock, $5.00 par value             4,458,333







<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)

ASSETS                                          June 30, 1999  Dec. 31, 1998
------                                          -------------  -------------
                                                  (Unaudited)
Cash and cash equivalents:
   Cash and due from banks                            $9,530     $10,686
   Federal funds sold                                  7,916       7,667
                                                       -----       -----
      Total cash and cash equivalents                 17,446      18,353

Investment securities available for sale              81,765      87,575
Loans, net                                           164,700     140,123
Mortgage loans held for sale, at cost which
approximates market                                    6,340       5,920
Net investment in direct financing leases              2,828       2,813
Purchased mortgage servicing rights                    2,448       2,086
Premises and equipment, net                           12,605      10,518
Federal Home Loan Bank stock, at cost                  2,100       2,007
Federal Reserve Bank stock, at cost                      797         649
Other assets                                           4,302       3,595
                                                       -----       -----
      Total assets                                  $295,331    $273,639
                                                    ========    ========

LIABILITIES, MINORITY INTEREST AND SHAREHOLDERS' EQUITY
-------------------------------------------------------
Liabilities:
  Deposits:
    Demand                                           $48,876     $40,539
    NOW accounts                                      33,960      35,777
    Money market accounts                             46,366      40,883
    Savings accounts                                  22,231      21,341
    Time deposit                                      96,022      88,255
                                                      ------      ------
    Total deposits                                   247,455     226,795

Securities sold under agreements to repurchase        11,935      10,388
Short term borrowings                                    491          32
Other borrowings                                         800          --
Other liabilities                                      2,948       5,168
                                                       -----       -----
      Total liabilities                              263,629     242,383
                                                     -------     -------
Minority interest in subsidiaries                      3,368       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 4,458,293 shares in 1999
      (4,451,196 shares in 1998)                      22,291      22,256
Surplus                                                3,899       3,863
Retained earnings                                      2,732       2,454
Accumulated other comprehensive (loss) income          (588)         459
                                                       ----          ---
      Total shareholders' equity                      28,334      29,032
                                                      ------      ------
Total liabilities, minority interest and
shareholders' equity                                $295,331     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  Six Months Ended
                                                   June 30,         June 30,
                                                1999     1998      1999     1998
                                                ----     ----      ----     ----
Interest income:
   Interest on loans                          $3,704   $3,344    $7,077   $6,638
   Income on direct financing leases              60       70       124      140
   Interest and dividends on securities:
      Taxable                                    899    1,005     1,819    2,094
      Exempt from Federal income tax             184      201       376      387
      Dividend income on Federal Home Loan
      Bank stock                                  38       36        74       76
      Dividend income on Federal Reserve
      Bank stock                                  12       --        21       --
      Interest on Federal funds sold             116      331       266      569
                                                 ---      ---       ---      ---
         Total interest income                 5,013    4,987     9,757    9,904
                                               -----    -----     -----    -----
Interest expense:
   Deposits
      NOW                                        124      121       243      235
      Money market                               388                765      624
      Savings                                    132      126       254      243
      Time                                     1,113    1,187     2,256    2,342
   Securities sold under agreements to
      repurchase                                 113       78       205      161
   Short term borrowings                           6        5         9       11
   Federal Home Loan Bank borrowings              --      216        --      439
     Other borrowings                             15       --        15       --
                                                  --       --        --       --
         Total interest expense                1,891    2,044     3,747    4,055
                                               -----    -----     -----    -----

      Net interest income before provision
      for loan losses                          3,122    2,943     6,010    5,849
Provision for loan losses                        117       63       221      124
                                                 ---       --       ---      ---
      Net interest income                      3,005    2,880     5,789    5,725
                                               -----    -----     -----    -----
Other income:
   Service charges on deposit accounts           315      290       627      571
   Gain on sale/call of investments available
      for sale, net                               --        3       184        5
   Loan servicing fees                            83       62       160      123
   Sold real estate loan fees                    578      628     1,210    1,237
   Other                                         330      213       525      392
                                                 ---      ---       ---      ---
      Total other income                       1,306    1,196     2,706    2,328
                                               -----    -----     -----    -----

Other expense:
   Salaries and employee benefits              2,122    1,690     4,092    3,436
   Occupancy of bank premises                    259      204       466      395
   Furniture and equipment                       351      224       578      459
   Professional fees                              56      183       236      397
   FDIC assessment                                 7        5        15       13
   Supplies                                      164       79       300      169
   ESOP compensation                              --      168        --      335
   Other                                         585      497     1,139    1,029
                                                 ---      ---     -----    -----
      Total other expense                      3,544    3,050     6,826    6,233
                                               -----    -----     -----    -----
         Income before provision for
           income taxes                          767    1,026     1,669    1,820
Provision for income taxes                       286      365       588      649
                                                 ---      ---       ---      ---
         Net income before minority interest     481      661     1,081    1,171
Net loss (income) attributable to minority
           interest                               84      (12)       89     (21)
                                                  --      ---        --      ---
         Net income                             $565     $649    $1,170   $1,150
                                                ====     ====    ======   ======

         Net income per share - basic          $0.13    $0.16     $0.26    $0.28
                                               =====    =====     =====    =====
         Net income per share - diluted        $0.13    $0.16     $0.26    $0.28
                                               =====    =====     =====    =====

5% stock dividend declared July 22, 1999.


     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  Six Months Ended
                                                    June 30,        June 30,
                                                    --------        --------
                                                1999     1998      1999     1998
                                                ----     ----      ----     ----

Net Income                                      $565     $649    $1,170   $1,150

Other comprehensive income, net of income tax:

Unrealized  loss on  investment securities
(Net of tax of $437 and $1 for the
quarter ended June 30, 1999 and 1998
and $644 and $10 for the Six months ended
June 30, 1999 and 1998, respectively.)         (722)      (2)   (1,047)     (32)
                                                ----       --    ------      ---
Comprehensive (loss) income                   $(157)     $647      $123   $1,118
                                              ======     ====      ====   ======


     See accompanying notes to condensed consolidated financial statements.



<PAGE>


                 SECURITY BANK HOLDING COMPANY & SUBSIDIARIES
               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                      (UNAUDITED - DOLLARS IN THOUSANDS)
                                                       Six months ended June 30,
                                                              1999          1998
                                                              ----          ----
Cash flows provided by operating activities:
Net income                                                  $1,170        $1,150
Adjustments to reconcile net income to net cash
(used in) provided by operating activities:
   Depreciation                                                439           352
   Net amortization of investment premiums/discounts           254            49
   Deferred tax expense (benefit)                              277         (798)
   Provision for loan losses                                   221           124
   Origination of mortgage loans held for sale            (59,831)      (58,546)
   Proceeds from mortgage loans sold                        59,411        58,076
   Net gain on call/sale of investment securities
   available for sale                                        (184)           (5)
   Federal Home Loan Bank stock dividend                      (75)          (72)
   ESOP related compensation expense                            --         454
   Increase in mortgage servicing rights                     (362)       (719)
   Increase in other assets                                  (707)        (31)
   (Decrease) increase in other liabilities                (1,853)       1,403
    Net (income) loss attributable to minority interest       (89)          21
                                                              ---           --
            Net cash (used in) provided by
            operating activities                           (1,329)         1,458

Cash flows from investing activities:
   Purchase of investment securities available for sale   (25,592)      (17,302)
   Proceeds from sale of securities available for sale      17,471         5,016
   Proceeds from maturities and call of investment
   securities available for sale                            12,170        17,891
   Net loan (originations) repayments                     (19,807)         1,098
   Purchase of participations                              (4,991)            --
   Additions to premises and equipment                     (2,526)       (1,381)
   Purchase of Federal Home Loan Bank stock                   (18)          (21)
   Purchase of Federal Reserve Bank stock                    (148)            --
   Originations of direct financing leases                   (807)         (483)
   Gross payments on direct financing leases                   792           451
                                                               ---           ---
            Net cash (used in) provided by
            investing activities                          (23,456)         5,269

Cash flows from financing activities:
   Net increase in deposits                                 20,660         7,068
   (Decrease) increase in securities sold with
   agreements to repurchase                                  1,547         (852)
   Decrease of Federal Home Loan Bank borrowings                --       (2,000)
   Increase in other borrowings                                800            --
   Proceeds from issuance of common stock                       71            72
   Payment of dividends                                      (892)         (812)
   Minority interest in subsidiaries                         1,233            --
   (Decrease) increase in short term borrowings                459          (12)
                                                               ---          ---
            Net cash provided by financing activities       23,878         3,464

            Net (decrease) increase in cash and
            cash equivalents                                 (907)        10,191
Cash and cash equivalents at beginning of period            18,353        29,252
                                                            ------        ------
Cash and cash equivalents at end of period                 $17,446       $39,443
                                                           =======       =======

Supplemental  disclosures of cash flow information:

Cash paid during the period for:
            Interest                                        $3,417        $4,026
            Income taxes                                      $136          $638

Supplemental disclosures of investing activities:
   Unrealized loss on investment
   securities available for sale, net of tax              $(1,047)          (32)
   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  are not  audited,  but  include  all  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)  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 six months ended June
30,  1998 the  weighted  average  number of common  shares  outstanding  did not
include 384,784 and 455,824 shares  respectively,  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:
                                           Three months            Six months
                                          ended June 30,          ended June 30,
                                          --------------          --------------
                                          1999      1998         1999       1998
                                          ----      ----         ----       ----

Weighted average shares - basic      4,458,269 4,063,441    4,457,609  4,061,797

Potential dilution of stock options     24,487    33,569       25,127     34,476
                                        ------    ------       ------     ------

Weighted average shares - diluted    4,482,756 4,097,010    4,482,736  4,096,273


(3)   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 based on
prime, which was 7.75% at June 30, 1999 and is due March 31, 2000.



<PAGE>

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

(4)   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 June 30, 1999.
<TABLE>
<CAPTION>

                              Commercial  Mortgage                  Intersegment
                                 Banking   Banking  Administration  Eliminations   Consolidated
<S>                           <C>         <C>       <C>             <C>            <C>
                                 -------   -------  --------------  ------------   ------------
Interest Income                   $5,032       $--             $--         $(19)         $5,013
Interest Expense                   1,895        --              15          (19)          1,891
                                   -----        --              --          ----          -----
  Net interest income
    before provision               3,137        --            (15)            --          3,122
Provision for loan loss              117        --              --            --            117
                                     ---        --              --            --            ---
  Net interest income              3,020        --            (15)            --          3,005

Non-interest income                  706       662             955       (1,017)          1,306

Other non-interest expense         2,912       532             533         (433)          3,544
                                   -----       ---             ---         -----          -----

   Income before taxes and
    minority interest                814        130            407         (584)            767

Income taxes                         315        49            (78)            --            286
                                     ---        --            ----            --            ---

  Income before minority interest    499        81             485         (584)            481

Loss attributable to minority interest--        --              --            84             84
                                      --        --              --            --             --

  Net income                        $499       $81            $485        $(500)           $565
                                    ====       ===            ====        ======           ====
</TABLE>


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

                              Commercial  Mortgage                  Intersegment
                                 Banking   Banking  Administration  Eliminations   Consolidated
                                 -------   -------  --------------  ------------   ------------
<S>                           <C>         <C>       <C>             <C>            <C>
Interest Income                   $9,779       $--             $12         $(34)         $9,757
Interest Expense                   3,766        --              15          (34)          3,747
                                   -----        --              --          ----          -----
  Net interest income
    before provision               6,013        --             (3)            --          6,010
Provision for loan loss              221        --              --            --            221
                                     ---        --              --            --            ---
  Net interest income              5,792        --             (3)            --          5,789

Non-interest income                1,476     1,362           2,008       (2,140)          2,706

Other non-interest expense         5,150     1,046           1,320         (690)          6,826
                                   -----       ---           -----         -----          -----

   Income before taxes and
    minority interest              2,118       316             685       (1,450)          1,669

Income taxes                         757       114           (283)            --            588
                                     ---        --           -----            --            ---

  Income before minority interest  1,361       202             968       (1,450)          1,081

Loss attributable to minority interest--        --              --            89             89
                                      --        --              --            --             --

  Net income                      $1,361      $202            $968      $(1,361)         $1,170
                                  ======      ====          ======      ========         ======
</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 June 30, 1998.
<TABLE>
<CAPTION>

                              Commercial  Mortgage                  Intersegment
                                 Banking   Banking  Administration  Eliminations   Consolidated
                                 -------   -------  --------------  ------------   ------------
<S>                           <C>         <C>       <C>             <C>            <C>

Interest Income                   $4,948       $--             $40          $(1)         $4,987
Interest Expense                   2,045        --              --           (1)          2,044
                                   -----        --              --           ---          -----
  Net interest income
    before provision               2,903        --              40            --          2,943
Provision for loan loss               63        --              --            --             63
                                      --        --              --            --             --
Net interest income                2,840        --              40            --          2,880

Non-interest income                  639       690           1,076       (1,209)          1,196
Other non-interest expense         2,049       465             829         (293)          3,050
                                   -----       ---             ---         -----          -----

   Income before taxes and
    minority interest              1,430       225             287         (916)          1,026

Income taxes                         502        79           (216)            --            365
                                     ---        --           -----            --            ---

  Income before minority interest    928       146             503         (916)            661

Loss attributable to minority interest--        --              --          (12)           (12)
                                      --        --              --          ----           ----

  Net income                        $928      $146            $503        $(928)           $649
                                    ====      ====            ====        ======           ====
</TABLE>


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

                              Commercial  Mortgage                  Intersegment
                                 Banking   Banking  Administration  Eliminations   Consolidated
                                 -------   -------  --------------  ------------   ------------
<S>                           <C>         <C>       <C>             <C>            <C>

Interest Income                   $9,858       $--             $47          $(1)         $9,904
Interest Expense                   4,056        --              --           (1)          4,055
                                   -----        --              --           ---          -----
  Net interest income
    before provision               5,802        --              47            --          5,849
Provision for loan loss              124        --              --            --            124
                                     ---        --              --            --            ---
  Net interest income              5,678        --              47            --          5,725

Non-interest income                1,231     1,373           2,062       (2,338)          2,328

Other non-interest expense         4,112       956           1,707         (542)          6,233
                                   -----       ---           -----         -----          -----

   Income before taxes and
    minority interest              2,797       417             402       (1,796)          1,820

Income taxes                         980       147           (478)            --            649
                                     ---       ---           -----            --            ---

  Income before minority interest  1,817       270             880       (1,796)          1,171

Loss attributable to minority interest--        --              --          (21)           (21)
                                      --        --              --          ----           ----

  Net income                      $1,817      $270            $880      $(1,817)         $1,150
                                  ======      ====            ====      ========         ======
</TABLE>

<PAGE>


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


FOR THE QUARTER ENDED JUNE 30, 1999 AND 1998

GENERAL.  Net income decreased to $565,000 for the three months ended June 30,
1999 from $649,000 for the same period in 1998, a 13% decrease.  The decrease in
net income is attributable to the Company's new investments in McKenzie State
and Oregon State, which commenced operations in November 1998 and April 1999,
respectively.

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  $179,000 or
6% for the three months ended June 30, 1999 over the same period in 1998. Of the
increase  of  $179,000,  an  increase  in volume  accounted  for an  increase of
$197,000  offset by a  decrease  in asset  yield of  $18,000.  Average  interest
earning  assets  increased  $10.5  million,  while average  costing  liabilities
increased  $11.4 million.  The increase in average  interest  earning assets and
interest bearing liabilities resulted from increases in loans, deposits, and fed
funds  purchased,  offset by a decrease in average  borrowings  from the Federal
Home Loan Bank of $14 million.

The average net interest spread increased from 4.68% to 4.80%, mainly due to the
repayment of all Federal Home Loan Advances in December 1998. Average rates paid
decreased 41 basis  points to 3.07% in the second  quarter of 1999 from 3.48% in
the second 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  29 basis  points  from  8.16% to 7.87%.  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 second quarter of 1999 was 4.90%,  an increase of 8
basis points from 4.82% for the second quarter of 1998.

PROVISION FOR LOAN LOSSES. The loan loss provision during the three month period
ended June 30, 1999, was $117,000 and $63,000 for the same period in 1998.  The
increase is primarily due to higher reserve levels at June 30, 1999 as compared
to June 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 June 30, 1999 the consolidated
loan loss reserve ratio was 1.39% of total  loans, due to the additions of
McKenzie State Bank and Oregon State Bank with loss reserve ratios of .91% and
 .37% at June 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.

Net  charge-offs during the three month periods were $28,000 and $120,000 for
1999 and 1998, respectively.

<PAGE>

Management believes the loan loss provision maintains the reserve for loan
losses at an appropriate level.  The reserve for loan losses was $2,459,000 at
June 30 1999, as compared to $1,389,000 at June 30 1998.

Non-performing  assets (defined as loans on non-accrual status, 90 days or more
past due, and other real estate  owned) were  $851,000 and $886,000 at June 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 9% to $1,306,000 for the three months ended
June 30, 1999 as compared to $1,196,000 for the same period in 1998.  The
increase in other income is due primarily to increased fee income.  Increases
were also experienced in service charge income on deposit accounts due to an
increase in average deposits, and loan servicing fees resulting from increases
in the mortgage servicing portfolio.

OTHER EXPENSE.  Other expense (including ESOP Compensation  expense as discussed
below) increased 16% to $3,544,000 for the three months ended June 30, 1999
compared to $3,050,000 for the same period in 1998.  Salaries and employee
benefits, the largest non-interest expense, increased $432,000 or 25.6%. 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 with the new banks.
Additional increases were experienced in fixed assets and other expense
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 SIX MONTHS ENDED JUNE 30, 1999 AND 1998

GENERAL.  Net income increased to $1,170,000 for the six months ended June 30,
1999 from $1,150,000 for the same period in 1998, a 1.7% increase.  The increase
in net income is mostly attributable to increases in other income due to gains
on the sale of investment securities available for sale and an increase in fee
income, coupled with no ESOP compensation expense in 1999 as the Company
deleveraged the ESOP in December 1998.

NET INTEREST  INCOME.  Net interest income before the provision for loan losses
increased $161,000 or 2.8% for the six months ended June 30, 1999 over the same
period in 1998. Of the increase of $161,000, an increase in volume accounted for
an  increase of $199,000 offset by a decrease in spread of $38,000.  Average
interest earning assets  increased $7.1 million, while average interest costing
liabilities increased $8.6 million.  The increase in average interest earning
assets and interest bearing liabilities resulted from increases in loans,
deposits, and fed funds purchased, offset by a decrease in average borrowings
from the Federal Home Loan Bank of $14 million.

The average net interest spread increased from 4.67% to 4.70%, mainly due to the
repayment of all Federal Home Loan Advances in December 1998. Average rates paid
decreased  38 basis  points to 3.11% for the six months ended June 30, 1999 from
3.48% 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 34 basis points from 8.16% 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 six months ended June 30, 1999 was 4.81%, a decrease
of 1 basis point from 4.82% for the same period of 1998.

PROVISION FOR LOAN LOSSES.  The loan loss provision during the six-month period
ended June 30, 1999, was $221,000 and $124,000 for the same period in 1998. The
increase is primarily due to higher reserve levels at June 30, 1999 as compared
to June 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%. Net charge-offs during the six
month periods were $56,000 and $165,000 for 1999 and 1998, respectively.
<PAGE>

Management believes the loan loss provision maintains the reserve for loan
losses at an appropriate level.  The reserve for loan losses was $2,459,000 at
June 30, 1999, as compared to $1,389,000 at June 30, 1998.

Non-performing assets (defined as loans on non-accrual status, 90 days or more
past due, and other real estate  owned) were $851,000 and $886,000 at June 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 16% to $2,706,000 for the six months ended
June 30, 1999 as compared to $2,328,000 for the same period in 1998.  The
increase in other income is due to gains on the sale of investment securities
available for sale and an increase in fee income. 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 9.5% to $6,826,000 for the six months ended June 30, 1999
compared to $6,233,000 for the same period in 1998.  Salaries and employee
benefits, the largest non interest expense, increased 19%.  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 with the new banks.  Additional
increases were experienced in fixed assets and other expense 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 8% to $295.3 million at June 30, 1999 compared to
$273.6 million at December 31, 1998.

Net loans and leases increased in the period from $148.9 million at December 31,
1998 to $173.9 million at June 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 $4.5 million to
$6.1 million at June 30, 1999 compared to $1.6 million at December 31, 1998 and
Oregon State Bank's net loans increased to $4.3 million at June 30, 1999.

The increase in premises and equipment during the second quarter of 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 second quarter of 1999, increasing $20.7
million to $247.5 million at June 30, 1999, compared to $226.8 million at
December 31, 1998. The growth in 1999 has been predominantly in money market and
demand deposits.

Securities sold under agreements to repurchase increased $1.5 million to $11.9
million at June 30, 1999, compared to $10.4 million at December 31, 1998.  The
increase is due to an increase in fed funds purchased, used to fund asset
growth, and an increase in commercial repurchase agreements.

Short term borrowings increased $459,000 to $491,000 at June 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 June 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.

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
<PAGE>
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 June 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 June 30, 1999, the Company's estimated regulatory capital ratios were as
follows:  Total Risk-based Capital Ratio of 16.22%, Tier 1 Capital Ratio of
15.04% and Leverage Capital Ratio of 10.69%. 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.

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.
<PAGE>

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  applications  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  $25,000 in Year 2000
related costs at June 30, 1999.

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:
<PAGE>

      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.

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.


<PAGE>


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.

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%
<PAGE>

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.

      An annual meeting of the shareholders of Security Bank Holding Company was
      held on April 14, 1999, in Coos Bay, Oregon. Matters voted upon by the
      shareholders were the election of two Directors for three year terms to
      expire in the year 2002.  A quorum was reached, and the results of the
      election are as follows:
                                   # votes for       # votes against
                                   -----------       ---------------
      Charles D. Brummel            3,812,255               4,570
      Kenneth C. Messerle           3,814,705               2,120

      As a result of the vote, each of the Directors above were elected for a
      three year term to expire in the year 2002.  There were 18,782 shares
      abstained and 4,570 withheld.


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:    July 30, 1999.

                                    SECURITY BANK HOLDING COMPANY


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