As filed with the Securities and Exchange Commission on September 19, 1997.
                      Securities Act Registration No. 333 - 32893

                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                    Form S-4
                                Amendment No. 4
    
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

    Oregon                             6022                   93-0800253
(State or jurisdiction of     (Classification Code Number)  (I.R.S. Employer 
incorporation or organization)                             Identification No.) 

                        170 S. Second St., P.O. Box 1350
                       Coos Bay, Oregon 97420 541-267-5356
   (Address and telephone number of registrant's principal executive offices)

            Charles D. Brummel, President and Chief Executive Officer
                        170 S. Second St., P.O. Box 1350
                             Coos Bay, Oregon 97420
                                  541-267-5356
            (Name, address and telephone number of agent for service)

                        Copies of all communications to:

                              Gordon E. Crim, Esq.
                            Kenneth E. Roberts, Esq.
                         Foster Pepper & Shefelman PLLC
                          101 S.W. Main St., 15th Floor
                             Portland, Oregon 97204

     Approximate  date of commencement of proposed sale of the securities to the
public:  As  soon  as  practicable  after  the  Registration  Statement  becomes
effective

     If the  securities  being  registered  on this  Form are being  offered  in
connection  with the formation of a holding company and there is compliance with
General Instruction G, check the following box: |_|

         The registrant hereby amends this  registration  statement on such date
or dates as may be necessary to delay its  effective  date until the  registrant
shall file a further amendment which specifically  states that this registration
statement shall  thereafter  become effective in accordance with Section 8(a) of
the  Securities  Act of 1933 or until the  registration  statement  shall become
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.


<PAGE>





                PART II -- INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers

         As an  Oregon  corporation,  SBHC is  subject  to the  Oregon  Business
Corporation Act (the "Business Corporation Act"). Under the Business Corporation
Act, a corporation may provide in its Articles of Incorporation or in its Bylaws
for the  indemnification  of directors and officers against  liability where the
director  or officer has acted in good faith and with a  reasonable  belief that
actions  taken were in the best  interests  of the  corporation  or at least not
adverse to the  corporation's  best interests and, if in a criminal  proceeding,
the individual  had no reasonable  cause to believe that the conduct in question
was  unlawful.  Under  the  Business  Corporation  Act,  a  corporation  may not
indemnify an officer or director against liability in connection with a claim by
or in the  right of the  corporation  in which  such  officer  or  director  was
adjudged liable to the corporation or in connection with any other proceeding in
which the officer or director  was  adjudged  liable for  receiving  an improper
personal  benefit,  however a corporation  may indemnify  against the reasonable
expenses  associated  with such  proceeding.  A  corporation  may not  indemnify
against breaches of the duty of loyalty.  The Business  Corporation Act provides
for  mandatory  indemnification  of directors  against all  reasonable  expenses
incurred in the  successful  defense of any claim made or threatened  whether or
not such  claim  was by or in the  right of the  corporation.  A court may order
indemnification  if it  determines  that the  director  or officer is fairly and
reasonably entitled to indemnification in view of all the relevant circumstances
whether or not the director or officer met the good faith and reasonable  belief
standards  of conduct set out in the  statute.  Unless  otherwise  stated in the
Articles of Incorporation,  officers of the corporation are also entitled to the
benefit of the above statutory provisions.

         The Business Corporation Act also provides that the corporation may, by
so providing in its Articles of  Incorporation,  eliminate or limit the personal
liability  of a director to the  corporation  or its  shareholders  for monetary
damages for conduct as a director,  provided that the Articles of  Incorporation
may not eliminate or limit  liability for any breach of the  director's  duty of
loyalty,  acts or  omissions  not in good  faith  or which  involve  intentional
misconduct  or a knowing  violation of law, any  unlawful  distribution,  or any
transaction from which the director received an improper personal benefit.

         In accordance  with Oregon law, the Articles of  Incorporation  of SBHC
provide that  directors  are not  personally  liable to the  corporation  or its
shareholders for monetary damages for conduct as a director,  except for (i) any
breach  of a  director's  duty  of  loyalty  to the  corporation,  (ii)  acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) any distribution to shareholders  which is unlawful,
or (iv) any transaction  from which the director  received an improper  personal
benefit.

         The Articles of Incorporation  also provide for  indemnification of any
person who is or was a party, or is threatened to be made a party, to any civil,
administrative  or criminal  proceeding by reason of the fact that the person is
or was a director or officer of the corporation or any of its  subsidiaries,  or
is or was serving at the  request of the  corporation  as a  director,  officer,
partner,  agent or employee of another corporation or entity,  against expenses,
including  attorneys'  fees,  judgments,  fines and amounts paid in  settlement,
actually and reasonably  incurred by that person if (i) the person acted in good
faith  and  in a  manner  reasonably  believed  to not be  opposed  to the  best
interests of the  corporation,  or (ii) the act or omission  giving rise to such
action or proceeding is ratified,  adopted or confirmed by the  corporation,  or
the  benefit  thereof  was  received  by  the  corporation.  Indemnification  is
available under this provision of the Articles of  Incorporation  in the case of
derivative  actions,  unless  the  person is  adjudged  to be  liable  for gross
negligence or deliberate  misconduct in the  performance of the person's duty to
the corporation. To the extent a director, officer, employee or agent (including
an attorney) is  successful  on the merits or otherwise in defense of any action
to which this provision is applicable, the person is entitled to indemnification
for expenses  actually and reasonably  incurred by the person in connection with
that defense.


Item 21. Exhibits and Financial Statement Schedules

     The  exhibits  filed  with this  registration  statement  are listed on the
Exhibit Index.



<PAGE>



Item 22. Undertakings

The undersigned registrant hereby undertakes that:

         (A)  Insofar  as  indemnification  for  liabilities  arising  under the
         Securities  Act of 1933 (the  "Act")  may be  permitted  to  directors,
         officers  and  controlling  persons of the  registrant  pursuant to the
         foregoing  provisions,  or otherwise,  the  registrant has been advised
         that in the opinion of the  Securities  and  Exchange  Commission  such
         indemnification  is against  public  policy as expressed in the Act and
         is,   therefore,   unenforceable.   In  the  event  that  a  claim  for
         indemnification against such liabilities (other than the payment by the
         registrant  of  expenses  incurred  or paid by a  director,  officer or
         controlling  person of the registrant in the successful  defense of any
         action,  suit or proceeding)  is asserted by such director,  officer or
         controlling  person in connection with the securities being registered,
         the  registrant  will,  unless in the opinion of its counsel the matter
         has  been  settled  by  controlling  precedent,  submit  to a court  of
         appropriate  jurisdiction the question whether such  indemnification by
         it is  against  public  policy  as  expressed  in the Act  and  will be
         governed by the final adjudication of such issue.

         (B) For  determining  any liability  under the Act, the registrant will
         treat the information omitted from the form of prospectus filed as part
         of this registration statement in reliance upon Rule 430A and contained
         in a form of prospectus  filed by the registrant  under Rule 424(b)(1),
         or (4), or 497(h) under the Act as part of this registration  statement
         as of the time the Commission declared it effective.

         (C) For  determining  any liability  under the Act, the registrant will
         treat each post-effective  amendment that contains a form of prospectus
         as a new  registration  statement  for the  securities  offered  in the
         registration  statement,  and that  offering of the  securities at that
         time as the initial bona fide offering of those securities.

         (D) The registrant will supply, by means of an post-effective amendment
         all  information  concerning  the  transaction  and the  company  being
         acquired involved therein,  that was not the subject of and included in
         the registration statement when it became effective.


<PAGE>
                                                    SIGNATURES
   
     Pursuant to the requirements of the Securities Act, the registrant has duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned,  thereunto  duly  authorized,  in the  City of Coos  Bay,  State of
Oregon, on September 19, 1997.

                                          SECURITY BANK HOLDING COMPANY


                                          By:/s/Charles D. Brummel
                                                Charles D. Brummel, President

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  and Power of Attorney has been signed by the  following
persons in the capacities indicated on September 19, 1997:


/s/Michael J. Delvin
Michael J. Delvin, Executive Vice President and Chief Financial Officer



/s/William A. Lansin*                            /s/Kenneth C. Messerle*
William A. Lansing, Director                      Kenneth C. Messerle, Director



/s/Glenn A. Thomas*                             /s/Charles D. Brummel
Glenn A. Thomas, Director                        Charles D. Brummel, Director



/s/Ronald R. LaFranchi*
Ronald R. LaFranchi, Director

/s/ Charles D. Brummel
*by Charles D. Brummel, Attorney-in-Fact

    

<PAGE>



                                                   EXHIBIT INDEX
   

     Exhibit

     2.0  Agreement  and Plan of  Reorganization,  dated  July 9,  1997,  by and
between  Security Bank Holding  Company and Pacific State Bank, and related Plan
of Merger.*

     3.1 Articles of Incorporation of Security Bank Holding Company *

     3.2 Bylaws of Security Bank Holding Company *

     4.0 Specimen Common Stock Certificate *

     5.0 Opinion of Foster Pepper & Shefelman PLLC regarding  legality of shares
to be issued in Merger**

     8.0 Opinion of Foster Pepper & Shefelman  PLLC regarding tax matters

     10.1 Commercial Lease Agreement,  dated September 26, 1995,  between George
L. and Mary E.  Carter and  Security  Mortgage,  a Division  of  Security  Bank,
relating to the Eugene, Oregon, mortgage office *

     10.2 Commercial  Lease,  dated November 18, 1988 between South Coast Center
and Security Bank, relating to the Brookings-Harbor branch *

     10.3 Lease  Agreement,  dated  November 1, 1978,  between Philip J. and Ann
Keizer and Security Bank,  relating to the North Bend branch,  and Assignment of
Lease, dated July 25, 1986 *

     10.4 Termination Allowance Agreement, dated September 28, 1981, and amended
December 15, 1988, between Security Bank and Charles D. Brummel *

     10.5  Shareholders  Agreement  between  Class A Common  and  Class B Common
Shareholders of Lincoln Security Bank *

     10.6 1995 Stock Option Plan of Security Bank Holding Company *

     10.7 1997 Directors  Compensation  Plan,  incorporated  by reference to the
registrant's registration statement on Form S-8 (file number 333-28095) as filed
with the Securities and Exchange Commission on May 30, 1997.*

     10.8 Schedule of 1991 Incentive Bonus Plan *

     10.9 Security Bank Phantom Stock Deferred Compensation Plan *

     21.0 Subsidiaries of Security Bank Holding Company**

     23.1 Consent of KPMG Peat Marwick LLP relating to Financial  Statements  of
Security Bank Holding Company**

     23.2 Consent of KPMG Peat Marwick LLP relating to Financial  Statements  of
Pacific State Bank**

     23.3  Consent of  Columbia  Financial  Advisors  (included  in its  opinion
attached as Appendix B to the Prospectus/Proxy Statement)**

     23.4  Consent  of  Foster  Pepper &  Shefelman  PLLC  relating  to  opinion
regarding legality (included in Exhibit 5.0)**



<PAGE>


     23.5  Consent of Foster  Pepper &  Shefelman  PLLC  relating to tax opinion
(included in Exhibit 8.0)

     24.0 Powers of Attorney, included in the signature page to the Registration
Statement.**

     99.1 Fairness  Opinion of Columbia  Financial  Advisors  (including in this
Registration Statement as Appendix B to the Prospectus/Proxy Statement**

     99.2 Form of Proxy to be mailed to PSB shareholders**

     99.3 Form of Proxy to be mailed to SBHC shareholders**

     99.4 Deferred Compensation Agreement, dated December 16, 1995, between
Pacific State Bank and R.T. Green**

     * Incorporated by reference to the registrant's  registration  statement on
Form SB-1 (File No.  33-80795)  as  declared  effective  by the  Securities  and
Exchange Commission on September 12, 1996.

     ** Previously filed.