<PAGE> 1


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549


                                FORM 10-QSB

                                 (Mark One)
                                 ----------
    (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                             EXCHANGE ACT OF 1934

                    For the quarterly period ended JUNE 30,1999
                                             ------------

                                     OR

  ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                               EXCHANGE ACT OF 1934

        For the transition period from  _____________ to ____________

                           Commission File No. 0-24135

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

   INDIANA                                                   35-2040715
--------------                                               ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                      819 MAIN STREET, TELL CITY, INDIANA 47586
                      -----------------------------------------
                 (Address of principal executive offices) (Zip Code)
                 ---------------------------------------------------

        Registrant's telephone number, including area code 1-812-547-7094

Former name, former address and former fiscal year, if changed since last report

Check  whether  the issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15(d) of the Securities  Exchange Act of 1934 during the preceding
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[ ] No[X]


       APPLICABLE  ONLY TO  CORPORATE  ISSUERS;  Indicate  the  number of shares
outstanding  of each of the issuer's  classes of common stock,  as of the latest
practicable date: 396,750 shares of common stock were outstanding as of July 31,
1999.






<PAGE> 2



                             PCB HOLDING COMPANY


                                   INDEX

PART I     FINANCIAL INFORMATION                                            PAGE
                                                                            ----

            ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

             Consolidated Balance Sheets as of June 30, 1999
               and December 31, 1998                                          3

             Consolidated Statements of Income for the three months
               and six months ended June 30, 1999 and 1998                    4

             Consolidated Statements of Cash Flows for the six months
               ended June 30, 1999 and 1998                                   5

             Notes to consolidated financial statements                      6-7

             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS                           8-12


PART II.     OTHER INFORMATION                                             13-14





SIGNATURES                                                                    15



                                     - 3 -


<PAGE> 3

<TABLE>
<CAPTION>


                               PART I - FINANCIAL INFORMATION
                             PCB HOLDING COMPANY AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS

                                                                JUNE 30,                DECEMBER 31,
                                                                --------               -------------
                                                                  1999                     1998
                                                               (UNAUDITED)                  *
                                                                         (IN THOUSANDS)

<S>                                                         <C>                  <C>
ASSETS
Cash and due from banks                                     $          44        $            43
Interest bearing deposits with banks                                2,080                  2,323
Securities available for sale, at fair value                        1,405                  1,532

Loans receivable, net                                              22,509                 20,930

Federal Home Loan Bank stock, at cost                                 196                    196
Premises and equipment                                                218                    218
Accrued interest receivable                                           150                    148
Other assets                                                           59                     49
                                                        ----------------------------------------

    TOTAL ASSETS                                            $      26,661        $        25,439
                                                        ========================================

LIABILITIES

Deposits                                                    $     19,728         $       19,517
Advances from Federal Home Loan Bank                               1,000                      -
Accrued interest payable on deposits                                   6                      6
Accrued expenses and other liabilities                                58                     66
                                                        ---------------------------------------

    Total Liabilities                                             20,792                 19,589
                                                        ---------------------------------------

STOCKHOLDERS' EQUITY
Preferred stock of $.01 per share
  Authorized 1,000,000 shares; none issued                             -                      -
Common stock of $.01 per share
  Authorized 4,000,000 shares; issued and
  outstanding 396,750 shares                                           4                      4
Additional paid-in capital                                         3,656                  3,656
Retained earnings-substantially restricted                         2,235                  2,199
Accumulated other comprehensive loss:

  Net unrealized loss on securities available for sale,
   net of tax                                                        (26)                    (9)
                                                        ---------------------------------------
    Total Stockholders' Equity                                     5,869                  5,850
                                                        ---------------------------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY              $     26,661         $       25,439
                                                        =======================================

</TABLE>

*  Derived from audited financial statements.
See accompanying notes to consolidated financial
statements.






<PAGE> 4





<TABLE>
<CAPTION>

                                    PCB HOLDING COMPANY AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF INCOME
                                               (UNAUDITED)

                                                          THREE MONTHS ENDED        SIX MONTHS ENDED
                                                               JUNE 30,                  JUNE 30,
                                                               --------                  --------
                                                          1999         1998         1999         1998
                                                          ----         ----         ----         ----
INTEREST INCOME
                                                               (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                      <C>         <C>          <C>          <C>
  Loans                                                  $  411      $   374      $   811      $    742
  Mortgage-backed securities                                  -            -            -             1
  Other debt securities                                      15           18           35            33
  Federal Home Loan Bank dividends                            4            4            8             8
  Interest bearing deposits with banks                       27           24           52            37
                                                      ----------------------    -----------------------
    Total interest income                                   457          420          906           821

INTEREST EXPENSE
  Deposits                                                  235          273          485           538
                                                      ----------------------    -----------------------

    Net interest income                                     222          147          421           283
  Provision for loan losses                                   1            -            3             -

                                                      ----------------------    -----------------------

    Net interest income after provision for loan
losses                                                      221          147          418           283

NON-INTEREST INCOME
  Service charges on deposit accounts                         3            -            6             -

  Other income                                                4            1            6             3
                                                      ----------------------    -----------------------
    Total non-interest income                                 7            1           12             3

NON-INTEREST EXPENSE
  Compensation and benefits                                  87           72          175           150
  Occupancy and equipment                                     9           12           19            24
  Deposit insurance premiums                                  3            3            6             6
  Other operating expenses                                   55           31          116            70
    Total non-interest expense                              154          118          316           250
                                                      ----------------------    -----------------------
    Income before income taxes                               74           30          114            36
  Income tax expense                                         32            6           46             7
     NET INCOME                                              42           24           68            29

OTHER COMPREHENSIVE INCOME
     (LOSS), NET OF TAX:
  Unrealized gains (loss) on securities:
     Unrealized holding gains (losses) arising
during the period                                            (5)           -          (17)           (2)
     Less: reclassification adjustment                        -            -            -             -
       Other comprehensive income (loss)                     (5)           -          (17)           (2)

                                                      ----------------------    -----------------------
       COMPREHENSIVE INCOME                              $   37      $    24      $    51      $     27
                                                      ======================    =======================
  Net income per common share, basic                     $ 0.11      $  0.06      $   0.17     $   0.07
                                                      ======================    =======================

See accompanying notes to consolidated financial statements.

                                                 - 4 -
</TABLE>

<PAGE> 5

<TABLE>
<CAPTION>

                                       PCB HOLDING COMPANY AND SUBSIDIARY
                                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                 (UNAUDITED)


                                                                                      SIX MONTHS ENDED
                                                                                           JUNE 30,
                                                                                           --------
                                                                                      1999         1998
                                                                                      ----         ----


<S>                                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                       $      68     $     29
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Amortization of premiums and accretion of
             discounts on securities, net                                                 (1)           -
        Provision for loan losses                                                          3            -
        Depreciation expense                                                               8            9
        Increase in accrued interest receivable                                           (2)          (8)
        Increase (decrease) in accrued interest payable                                    -            5
        Net change in other assets/liabilities                                            (7)        (167)
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                              69        (132)
                                                                                 -------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net (increase) decrease in interest bearing deposits with                         243      (6,901)
banks
        Proceeds from maturity of securities available for sale                           350         599
        Purchases of securities available for sale                                       (250)       (499)
        Principal collected on mortgage-backed securities                                   -           3
        Net increase in loans receivable                                               (1,582)       (107)
        Purchase of premises and equipment                                                 (8)        (35)
          NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                          (1,247)     (6,940)
                                                                                --------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net increase in deposit accounts                                                  211       7,067
        Advances from Federal Home Loan Bank                                            1,000           -
        Cash dividends paid                                                               (32)          -
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                     1,179       7,067
                                                                                --------------------------

NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS                                          1          (5)

Cash and due from banks at beginning of period                                             43          18
                                                                                --------------------------

CASH AND DUE FROM BANKS AT END OF PERIOD                                           $       44    $     13
                                                                                ==========================



See accompanying notes to consolidated financial statements.

</TABLE>



<PAGE> 6



                       PCB HOLDING COMPANY AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.        PRESENTATION OF INTERIM INFORMATION

          PCB Holding Company  ("Company") was  incorporated by Peoples Building
          and Loan  Association,  F.A.  ("Association")  (now  known as  Peoples
          Community  Bank) (the "Bank") in connection with the conversion of the
          Association  from  a  federally  chartered  mutual  savings  and  loan
          association  to  a  federally   chartered  stock  savings  bank.  Upon
          consummation of the conversion on July 1, 1998, the Company became the
          holding company for the Bank.

          In the opinion of the management, The unaudited consolidated financial
          statements  include all normal  adjustments  considered  necessary  to
          present  fairly the  financial  position as of June 30, 1999,  and the
          results of  operations  for the three months and six months ended June
          30,  1999 and 1998 and cash  flows for the six  months  ended June 30,
          1999 and 1998.  Interim  results  are not  necessarily  indicative  of
          results that may be expected for a full year.

          The  consolidated  financial  statements  and notes are  presented  as
          permitted  by Form  10-QSB,  and do not  contain  certain  information
          included in the Company's audited  consolidated  financial  statements
          and notes for the year ended December 31, 1998.

          The  consolidated  financial  statements  include the  accounts of the
          Company,  the Bank and its wholly-owned  subsidiary,  Peoples Building
          and  Loan  Service  Corp.  All  material   intercompany  balances  and
          transactions have been eliminated in consolidation.

2.        SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                        SIX MONTHS ENDED
                                                            JUNE 30,
                                                       1999         1998
                                                       ----         ----
                                                          (IN THOUSANDS)
             <S>                                     <C>           <C>
             Cash paymetns for:
               Interest                              $   484       $   533
               Taxes                                      64            29

</TABLE>



                                          - 6 -


<PAGE> 7



                          PCB HOLDING COMPANY AND SUBSIDIARY
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED


3.       COMPREHENSIVE INCOME

          Comprehensive  income is defined as "the change in equity (net assets)
          of a business  enterprise  during a period from transactions and other
          events and  circumstances  from  non-owner  sources.  It includes  all
          changes  in  equity  during  a  period  except  those  resulting  from
          investments  by owners and  distributions  to  owners."  Comprehensive
          income for the Company  includes net income and  unrealized  gains and
          losses on  securities  available for sale.  The  following  tables set
          forth the  components  of  comprehensive  income for the three and six
          months ended June 30, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                                 THREE MONTHS ENDED
                                                                                      JUNE 30,
                                                                                      --------
                                                                                1999            1998
                                                                                ----            ----
                                                                                     (IN THOUSANDS)

            <S>                                                             <C>              <C>
            Unrealized gains (losses) on securities:
              Unrealized holding losses arising during the period             $   (8)          $    -
              Income tax benefit                                                   3                -
                                                                               ------           -----
                  Net of tax amount                                               (5)               -
                                                                               ------           -----
              Less: reclassification adjustment for (gains)
                losses included in net income                                      -                -
                                                                               ------           -----
              Income tax expense (benefits)                                        -                -
                                                                               ------           -----
                                                                                   -                -
                                                                               ------           -----

                  Other comprehensive income (loss)                           $   (5)          $    -
                                                                               ======          ======
</TABLE>

<TABLE>
<CAPTION>

                                                                                    SIX MONTHS ENDED
                                                                                        JUNE 30,
                                                                                 1999               1998
                                                                                 ----               ----
                                                                                     (IN THOUSANDS)

            <S>                                                               <C>              <C>
            Unrealized gains (losses) on securities:
              Unrealized holding losses arising during the period             $  (28)          $   (3)
              Income tax benefit                                                  11                1
                                                                               ----------------------
                  Net of tax amount                                              (17)              (2)
                                                                               ------           -----
              Less: reclassification adjustment for (gains)
                losses included in net income                                      -                -
              Income tax expense (benefits)                                        -                -
                                                                                   -                -

                  Other comprehensive income (loss)                           $  (17)          $   (2)
                                                                              =======          =======
</TABLE>

4.        NET INCOME PER COMMON SHARE

          Basic  earnings per share is  calculated by dividing net income by the
          396,750  common  shares  outstanding  during  the  three and six month
          periods ended June 30, 1999. Basic per share  information is presented
          for prior  periods as though the shares  were  outstanding  during the
          earliest  period  presented.  The Company  has no  dilutive  potential
          common shares.

                                                         - 7 -


<PAGE> 8



                                 PART I - ITEM 2

                            MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
                         PCB HOLDING COMPANY AND SUBSIDIARY

SAFE HARBOR STATEMENT FOR FORWARD LOOKING STATEMENTS

This report may  contain  forward-looking  statements  within the meaning of the
federal  securities  laws.  These  statements are not historical  facts,  rather
statements based on the Company's  current  expectations  regarding its business
strategies   and   their   intended   results   and  its   future   performance.
Forward-looking  statements are preceded by terms such as "expects," "believes,"
"anticipates," "intends" and similar expressions.

Forward-looking  statements are not guarantees of future  performance.  Numerous
risks and  uncertainties  could  cause or  contribute  to the  Company's  actual
results,  performance  and  achievements  to be materially  different from those
expressed or implied by the forward-looking  statements.  Factors that may cause
or contribute to these differences include, without limitation, general economic
conditions,  including  changes in market interest rates and changes in monetary
and fiscal  policies  of the  federal  government;  legislative  and  regulatory
changes;  the  Company's  ability to remedy any computer  malfunctions  that may
result  from  the  advent  of  the  Year  2000;  and  other  factors   disclosed
periodically  in  the  Company's   filings  with  the  Securities  and  Exchange
Commission.

Because of the risks and uncertainties  inherent in forward-looking  statements,
readers are cautioned not to place undue reliance on them,  whether  included in
this report or made elsewhere from time to time by the Company or on its behalf.
The Company assumes no obligation to update any forward-looking statements.

FINANCIAL CONDITION

         Total assets  increased 5.1% from $25.4 million at December 31, 1998 to
$26.7  million at June 30,  1999,  primarily as a result of an increase in loans
receivable,  net, which was funded  primarily by growth in deposits and advances
from the Federal Home Loan Bank.

         Loans receivable, net, were $22.5 million at June 30, 1999, compared to
$20.9 million at December 31, 1998, a 7.7% increase.

        Other  debt  securities  available   for  sale  (U.S.  government agency
obligations) decreased from $1.5  million at December  31, 1998 to $1.4  million
at June 30, 1999.  During the six month period ended June 30,  1998, the Company
had maturities of other debt securities with a carrying  value of  $350,000  and
purchases of $250,000.

         Cash and  interest  bearing  deposits  with banks  decreased  from $2.4
million at  December  31,  1998 to $2.1  million at June 30, 1999 as a result of
increased loan originations.

         Total  deposits  increased  from $19.5  million at  December  31,  1998
to $19.8 million at June 30, 1999 primarily as a result of the  growth in demand
and savings deposit accounts.  The Bank began offering  several  types of demand
deposit accounts in the fourth quarter of 1998.


                                  - 8 -


<PAGE> 9



                                 PART I - ITEM 2

                             MANAGEMENT'S DISCUSSION AND
                         ANALYSIS OF FINANCIAL CONDITION AND
                                  RESULTS OF OPERATIONS
                          PCB HOLDING COMPANY AND SUBSIDIARY



RESULTS OF OPERATIONS

          NET INCOME.  Net income was $68,000 for the  six months ended June 30,
1999, compared to $29,000 for the six months ended June 30, 1998.  The  increase
in net income for 1999  compared  to 1998  resulted  primarily  from an increase
in net interest income, offset by an increase in non-interest expense.

          NET INTEREST  INCOME FOR THE SIX MONTH PERIODS ENDED JUNE 30, 1999 AND
1998. Net interest income  increased 48.8% from $283,000 in 1998 to $421,000 for
1999 as a result of an  increase  in total  interest  income  and a decrease  in
interest expense.  The average yield on interest-earning  assets decreased  from
7.20% for 1998  to 7.10% for 1999. The average balance of total interest-earning
assets was $22.8 million  for  1998  compared  to  $25.5  million for 1999.  The
average cost of interest-bearing liabilities  decreased  from  5.19% for 1998 to
4.95% for 1999 while  the  average  balance  of interest-bearing liabilities was
$20.7 million for  1998  compared to $19.6  million for 1999.  The interest rate
spread for 1998 was 2.01% compared to 2.15% for 1999.

          NET INTEREST INCOME FOR THE  THREE MONTH  PERIODS  ENDED JUNE 30, 1999
AND 1998.  Net interest income increased from $147,000 for 1998 to $222,000  for
1999  primarily  as  a result of a decrease in total interest expense of $38,000
and an increase in total interest income of $37,000.  (SEE-FINANCIAL CONDITION.)

          PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $3,000
for the six month  period  ended June 30,  1999.  Provision  for loan losses are
charges to  earnings  to bring the total  allowance  for loan  losses to a level
considered  adequate by  management  to provide for probably  known and inherent
loan losses based on management's  evaluation of the  collectability of the loan
portfolio, including the nature of the portfolio, credit concentrations,  trends
in historical loss experience, specific impaired loans, and economic conditions.
In  determining  the  adequacy of the  allowance  for loan  losses,  the Company
reviews all loans  quarterly,  and loans are assigned a risk weighting  based on
asset classification. The allowance for loan losses was $51,000 at June 30, 1999
and December 31,  1998.  Management  has deemed this amount as adequate on those
dates based on its best estimate of probable known and inherent loan losses.  At
June 30, 1999, non-performing loans totaled $19,000.

          NON-INTEREST  INCOME. Non-interest  income  was  $12,000  for  the six
months ended June 30, 1999 and $3,000 for  the six months  ended  June 30, 1998.
Non-interest  income  was  $7,000 for the  second  quarter of 1999  compared  to
$1,000 for the second  quarter of  1998. The increase is primarily the result of
service  charges on deposit accounts being introduced in late 1998.

          NON-INTEREST EXPENSES.  Non-interest expenses totaled $316,000 for the
six months ended June 30, 1999 compared to $250,000 for the same period in 1998.
The  increase  for  1999  compared  to 1998 resulted primarily from increases in
compensation and benefits of $25,000 and an increase in other operating expenses
of  $46,000.  Other operating expenses increased in 1999 as compared to the same
period  in 1998  primarily as a result of increased service bureau costs related
to new loan and deposit products, professional fees  and  additional expenses of
operating as a public company.


                                       - 9 -


<PAGE> 10



                                PART I - ITEM 2

                          MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                               RESULTS OF OPERATIONS
                       PCB HOLDING COMPANY AND SUBSIDIARY



         INCOME TAX  EXPENSE.  Income tax expense for the six month period ended
June 30, 1999 was $46,000,  compared to $7,000 for the same period in 1998.  The
effective tax rate for 1999 is 35% compared to 20% for 1998 due to the effect of
the graduated federal tax rates.

LIQUIDITY AND CAPITAL RESOURCES

         The Bank's  primary  sources of funds are customer  deposits,  proceeds
from  loan  repayments,  maturing  securities  and  FHLB  advances.  While  loan
repayments and maturities are a predictable  source of funds,  deposit flows and
mortgage  prepayments are greatly  influenced by market interest rates,  general
economic  conditions  and  competition.  At June 30, 1999, the Bank had cash and
interest-bearing   deposits   with  banks  of  $2.1   million   and   securities
available-for-sale  with a fair value of $1.4 million. A June 30, 1999, the Bank
also  had an  available,  but  undrawn,  credit  line of $3.9  million  from the
FHLB-Indianapolis.

         The Bank's primary investing activity is the origination of one-to-four
family  mortgage  loans.  The Bank also  invests in U.S.  Government  and agency
securities and mortgage-backed  securities issued by U.S.  Government  agencies.

         The Bank must  maintain an adequate  level of  liquidity  to ensure the
availability of sufficient funds to support loan growth and deposit withdrawals,
to  satisfy   financial   commitments   and  to  take  advantage  of  investment
opportunities.  Historically,  the Bank has been  able to  retain a  significant
amount of its deposits as they mature.

         Current OTS  regulations  require  savings  institutions to maintain an
average daily balance of liquid assets (cash and eligible  investments) equal to
at least 4.0% of the average daily balance of its net withdrawable  deposits and
short-term  borrowings.  Historically,  the Association has maintained liquidity
levels in excess of regulatory requirements.

         The Bank is required to maintain  specific  amounts of capital pursuant
to OTS requirements. As of June 30, 1999, the Association was in compliance with
all regulatory  capital  requirements  which were effective as of such date with
tangible,  core and  risk-based  capital  ratios  of  15.5%,  15.5%  and  28.3%,
respectively.

YEAR 2000 ISSUES

         The  Bank is a user of  computers,  computer  software,  and  equipment
utilizing  embedded  microcontrollers  that  will be  affected  by the Year 2000
("Y2K")  issue.   The  Y2K  issue  exists  because  many  computer  systems  and
applications  use two-digit date fields to designate a year. As the century date
change occurs,  date sensitive systems may incorrectly  recognize the year 2000.
This inability to recognize or properly treat the Y2K issue may cause systems to
process  financial  and  operational  information  incorrectly.  The  Y2K  issue
presents several potential risks to the Bank:


                                  - 10 -


<PAGE> 11



                                PART I - ITEM 2

                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS
                       PCB HOLDING COMPANY AND SUBSIDIARY




         1.     Customers  transactions  are  processed  by one or more computer
                systems provided by a third-party service bureau. The failure of
                one or more of those  systems to function as a result of the Y2K
                date change  could  result in the Bank's  inability  to properly
                process customer  transactions.  If that were to occur, the Bank
                could lose customers to other financial institutions,  resulting
                in a loss of revenue.

         2.     Certain   of   the   Bank's   borrowers  utilize  computers  and
                computer  software to varying  degrees in  conjunction  with the
                operation of their  businesses.  The  customers and suppliers of
                those  businesses  may  utilize  computers  as well.  Should the
                Bank's  borrowers,  or the  businesses  on  which  they  depend,
                experience Y2K related computer  problems,  such borrowers' cash
                flow could be disrupted,  adversely  affecting  their ability to
                repay their loan with the Bank.

         3.     Concern   on   the  part of  certain  depositors  that  the  Y2K
                related  problems  could impair access to their deposit  account
                balances  following the Y2K date change could result in the Bank
                experiencing a deposit outflow prior to December 31, 1999.


         4.     If the Y2K related  problems cause any of the Bank's systems, or
                the  systems  of  the third-party  service bureau upon which the
                Bank depends, to become  inoperative,  increased personnel costs
                could be  incurred  if  additional  staff is required to perform
                functions  that the  inoperative  systems  would have  otherwise
                performed.


         5.     Certain   utility   services,  such  as  electrical   power  and
                telecommunication services, could be disrupted if those services
                experience Y2K related problems. The Bank's Y2K contingency plan
                will address such possible situations.

Management  believes it is not possible to estimate the  potential  lost revenue
due to the Y2K issue,  as the extent and  longevity of such  potential  problems
cannot be  predicted.  The Bank  adopted a Y2K Action  Plan in  October  1997 to
assess all systems to insure that they will  function  properly in the Y2K. This
process  involves   separate  phases  which  include:   awareness,   assessment,
renovation, validation, and implementation.

During 1997,  the Bank  completed  the systems  assessment  phase of its Plan by
identifying  each internal system that could  potentially be affected by the Y2K
issue.  Those  systems  include the Bank's  in-house  microcomputer  systems and
third-party service bureau as well as equipment such as the alarm system,  vault
locks,  telephone system, etc., that may contain embedded  microprocessors.  For
each such system,  the Bank developed a process for  determining  whether or not
the system is Y2K  compliant.  Pursuant to this  process,  the Bank obtained Y2K
compliant  certifications from vendors wherever possible,  and conducted its own
validation testing.



                                   - 11 -


<PAGE> 12



                               PART I - ITEM 2

                         MANAGEMENT'S DISCUSSION AND
                     ANALYSIS OF FINANCIAL CONDITION AND
                           RESULTS OF OPERATIONS
                     PCB HOLDING COMPANY AND SUBSIDIARY

When the results of the Bank's  validation  testing  reveals  that a  particular
system is not Y2K compliant,  a contingency plan to either upgrade the system in
order to meet the Y2K  compliance  requirements  or replace  the system with one
that is certified as Y2K compliant.  The Bank is currently in the validation and
implementation  phases of this process.  A third-party  service bureau processes
all customer  transactions  and has completed  upgrades to its systems to be Y2K
compliant.  On November  8, 1998,  the Bank began  testing of those  third-party
systems by processing transactions for each type of account.

As of December 31, 1998, the testing was complete and the results of the testing
indicated  that these  third-party  systems were Y2K  compliant for all critical
test dates selected.

Other  third  parties  upon  which  the  Bank  depends  for  processing  include
correspondent banks, brokerage firms, and the pension plan administrator.  These
third parties have indicated  their  compliance or intended  compliance with the
Y2K.  Should the testing of any  third-party  system or service reveal that such
system or service is not Y2K compliant, a specific deadline will be set by which
time the  system or  service  must be brought  into Y2K  compliance.  Should Y2K
compliance not be achieved by the specified deadlines,  the Bank has developed a
contingency  plan for each such external  system or service.  Those  contingency
plans document the action the Bank will take for each such non-compliant system.

In  certain  cases,   such  as  the  potential  loss  of  electrical   power  or
telecommunication  services due to Y2K  problems,  testing by the Bank is either
not  practical  or not  possible.  In those  cases,  contingency  plans  will be
designed that specify how the Bank will deal with such potential situations. For
example,  the Bank is considering  the purchase or lease of an electrical  power
generator  with  sufficient  capacity  to allow  the Bank to  maintain  critical
functions in the event power from the electric utility i interrupted.

The federal regulators have established  specific  guidelines and time tables to
follow in addressing the Y2K issue. The Bank is currently in compliance with the
federally mandated Y2K guidelines and time tables.

As of June 30, 1999,  the Bank is on schedule with its internal Y2K  preparation
efforts.  All internal systems identified in the assessment phase of the project
that are  considered  "mission  critical"  have been tested for Y2K  compliance.
Systems that have been  determined to be Y2K compliant  will be retested  during
1999  following  any material  upgrades or  enhancements.  The Bank has replaced
non-compliant  microcomputer  equipment and has installed and tested the related
software for Y2K compliance. Other equipment containing embedded microprocessors
have been  certified as Y2K  compliant  by the  applicable  vendors.  The Bank's
estimated total cost to replace computer equipment,  software programs, or other
equipment containing embedded  microprocessors  that were not Y2K compliant,  is
approximately  $12,000.  As of June 30, 1999,  substantially  all of these costs
have been incurred.  System maintenance or modification costs are being expensed
as incurred,  while the cost of new hardware,  software, or other equipment,  is
capitalized  and  amortized  over  their  estimated  useful  lives.   While  the
third-party service bureau has not indicated what, if any, cost it may pass onto
its  customers,  the Bank does not  believe  that the cost  associated  with its
actions or those of its vendors  will be material to the Bank.  However,  in the
event  that the  Bank's  third-party  service  bureau is unable to  fulfill  its
contractual  obligations to the Bank, it could have a significant adverse impact
on the financial condition and results of operations of the Bank.


                                    - 12 -


<PAGE> 13



                                   PART II
                             OTHER INFORMATION
                            PCB HOLDING COMPANY



                         ITEM 1. LEGAL PROCEEDINGS

             Periodically, there have been various claims and lawsuits involving
             the Bank,  mainly as a defendant,  such as claims to enforce liens,
             condemnation  proceedings  on  properties  in which the Bank  holds
             security  interests,  claims  involving the making and servicing of
             real  property  loans  and  other  issues  incident  to the  Bank's
             business.  The Bank is not a party to any pending legal proceedings
             that it  believes  would  have a  material  adverse  effect on it's
             financial condition or operations.

                   ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

             Not applicable.

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES

             Not applicable.

ITEM 4.      SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

             The Annual Meeting of Stockholders of the Company was held on April
             22, 1999.  The results of the vote on the matters  presented at the
             meeting is as follows:

                 1.      The following individuals were elected as directors:

<TABLE>
<CAPTION>
                                                               Vote             Vote          Term to
                              Name                             For            Withheld         Expire
                              ----                             ---            --------         ------

                         <S>                                  <C>              <C>               <C>
                         James L. Wittmer                     312,174          10,261            2000

                         Howard L. Traphagen                  311,974          10,461            2000

                         James G. Tyler                       311,674          10,761            2001

                         Daniel P. Lutgring                   311,974          10,461            2001

                         Marion L. Ress                       312,974          10,261            2002

                         Carl D. Smith                        310,674          11,761            2002
</TABLE>

                       Broker non-votes totaled 74,315.

                 2.    The  PCB  Holding  Company  1999 Stock  Option  Plan  was
                       approved by

<PAGE> 14


                       stockholders by the following vote:


                       For 225,285; Against 46,655; Abstain 4,855

                       Broker non-votes totaled 119,955.

















                                       - 13 -


<PAGE> 15



                                             PART II
                                        OTHER INFORMATION
                                       PCB HOLDING COMPANY


                 3.      The PCB  Holding  Company  Management  Recognition  and
                         Development  Plan was approved by  stockholders  by the
                         following vote:

                         For 225,921; Against 45,144; Abstain 5,730

                         Broker non-votes totaled 119,955.

                 4.      The appointment of Monroe Shine & Co., Inc. as auditors
                         for the Corporation for the fiscal year ending December
                         31, 1999 was ratified by stockholders by the following
                         vote:

                         For 313,626; Against 2,067; Abstain 6,742

                         Broker non-votes totaled 74,315.

ITEM 5.      OTHER INFORMATION

             Not applicable.

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K

             Exhibits
             --------

             27 Financial Data Schedule










                                      - 14 -


<PAGE> 16

                                   SIGNATURES





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


                                      PCB HOLDING COMPANY
                                      (Registrant)



  DATED  August 13, 1999              BY:  /s/ Carl D. Smith
  ----------------------                  ------------------------------------
                                          Carl D. Smith
                                          President and CEO


  DATED  August 13, 1999              BY: /s/ Clarke A. Blackford
  ----------------------                  ------------------------------------
                                          Clarke A. Blackford
                                          Vice President