<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 MARCH 31, 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[X] No[ ]


      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 April
30, 1999.



<PAGE> 2



                             PCB HOLDING COMPANY


                                    INDEX

PART I    FINANCIAL INFORMATION                                            PAGE
                                                                           ----

          ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

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

            Consolidated Statements of Income for the three months
              ended March 31, 1999 and 1998                                   4

            Consolidated Statements of Cash Flows for the three months
              ended March 31, 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





SIGNATURES                                                                   14















                                    - 2 -


<PAGE> 3

<TABLE>
<CAPTION>


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

                                                                                     MARCH 31,                  DECEMBER 31,
                                                                                     ---------                  ------------
                                                                                       1999                         1998
                                                                                       ----                         ----
                                                                                    (UNAUDITED)                       *
                                                                                                    (IN THOUSANDS)
<S>                                                                          <C>                            <C>               
ASSETS

Cash and due from banks                                                      $                43            $               43
Interest bearing deposits with banks                                                       2,860                         2,323
Securities available for sale, at fair value                                               1,163                         1,532

Loans receivable, net                                                                     21,543                        20,930

Federal Home Loan Bank stock, at cost                                                        196                           196
Premises and equipment                                                                       217                           218
Accrued interest receivable                                                                  132                           148
Other assets                                                                                  47                            49
                                                                            ---------------------------------------------------

    Total Assets                                                             $            26,201            $           25,439
                                                                            ===================================================

LIABILITIES

Deposits                                                                     $            20,274            $           19,517
Accrued interest payable on deposits                                                          13                             6
Accrued expenses and other liabilities                                                        50                            66
                                                                            ---------------------------------------------------

    Total Liabilities                                                                     20,337                        19,589
                                                                            ---------------------------------------------------

STOCKHOLDERS' EQUITY
Preferred stock of $.01 per share
  Authorized 1,000,000 shares; none issued                                                     0                             0
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                                                 2,225                         2,199
Accumulated other comprehensive income:
  Net unrealized loss on securities available for sale,
   net of tax                                                                                (21)                           (9)
                                                                            ---------------------------------------------------
    Total Stockholders' Equity                                                             5,864                         5,850
                                                                            ---------------------------------------------------
                                                                                                         
    Total Liabilities and Stockholders' Equity                               $            26,201            $           25,439
                                                                            ===================================================

*  Derived from audited financial statements.
See accompanying notes to consolidated financial statements.
</TABLE>








                                                                  - 3 -


<PAGE> 4

<TABLE>
<CAPTION>


                                          PCB HOLDING COMPANY AND SUBSIDIARY
                                          CONSOLIDATED STATEMENTS OF INCOME
                                                      (UNAUDITED)
                                                                                            THREE MONTHS ENDED
                                                                                                  MARCH 31,
                                                                                                  ---------
                                                                                         1999                  1998
                                                                                         ----                  ----
                                                                                   (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                                                                <C>                   <C>            
INTEREST INCOME
  Loans                                                                            $           400       $           369
  Mortgage-backed securities                                                                     0                     1
  Other debt securities                                                                         20                    15
  Federal Home Loan Bank dividends                                                               4                     4
  Interest bearing deposits with banks                                                          25                    13
                                                                                  ---------------------------------------
      Total interest income                                                                    449                   402

INTEREST EXPENSE
  Deposits                                                                                     250                   265
                                                                                  ---------------------------------------

      Net interest income                                                                      199                   137
  Provision for loan losses                                                                      2                     0
                                                                                  ---------------------------------------
      Net interest income after provision for loan losses                                      197                   137

NON-INTEREST INCOME
  Service charges on deposit accounts                                                            3                     0
  Other income                                                                                   2                     2
                                                                                  ---------------------------------------
         Total non-interest income                                                               5                     2
                                                                                  ---------------------------------------

NON-INTEREST EXPENSE
  Compensation and benefits                                                                     88                    79
  Occupancy and equipment                                                                       10                    11
  Deposit insurance premiums                                                                     3                     3
  Other operating expenses                                                                      61                    40
                                                                                  ---------------------------------------
      Total non-interest expense                                                               162                   133
                                                                                  ---------------------------------------

      Income before income taxes                                                                40                     6

  Income tax expense                                                                            14                     1
                                                                                  ---------------------------------------
      Net Income                                                                                26                     5

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
  Unrealized gains (losses) on securities:
     Unrealized holding gains arising during the period                                        (12)                   (2)
     Less: reclassification adjustment                                                           0                     0
                                                                                  ---------------------------------------
       Other comprehensive income (loss)                                                       (12)                   (2)
                                                                                  ---------------------------------------

       COMPREHENSIVE INCOME                                                        $            14       $             3
                                                                                  =======================================
  Net income per common share, basic                                               $          0.07       $          0.01
                                                                                  =======================================
See accompanying notes to consolidated financial statements.
</TABLE>

                                                            - 4 -



<PAGE> 5

<TABLE>
<CAPTION>


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


                                                                                                       Three Months Ended
                                                                                                       ------------------
                                                                                                             March 31,
                                                                                                             ---------
                                                                                                        1999             1998
                                                                                                        ----             ----

<S>                                                                                               <C>               <C>         

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                                                      $           26    $          5
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Amortization of premiums and accretion of
             discounts on securities, net                                                                     (1)              0
        Provision for loan losses                                                                              2               0
        Depreciation expense                                                                                   4               4
        Decrease in accrued interest receivable                                                               16              14
        Increase (decrease) in accrued interest payable                                                        7              (1)
        Net change in other assets/liabilities                                                                (6)              1
                                                                                                ---------------------------------
          Net Cash Provided By Operating Activities                                                           48              23
                                                                                                ---------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net increase in interest bearing deposits with banks                                                (537)           (733)
        Proceeds from maturity of securities available for sale                                              350             599
        Purchases of securities available for sale                                                             0            (499)
        Principal collected on mortgage-backed securities                                                      0               2
        Net (increase) decrease in loans receivable                                                         (615)            165
        Purchase of premises and equipment                                                                    (3)            (34)
                                                                                                ---------------------------------
          Net Cash Used in Investing Activities                                                             (805)           (500)
                                                                                                ---------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net increase in deposit accounts                                                                     757             579
        Increase in deferred conversion and offering expenses                                                  0            (100)
                                                                                                ---------------------------------
          Net Cash Provided By Financing Activities                                                          757             479
                                                                                                ---------------------------------

Net Increase in Cash and Due From Banks                                                                        0               2

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

Cash and Due From Banks at End of Period                                                          $           43    $         20
                                                                                                =================================




See accompanying notes to consolidated financial statements.

</TABLE>




                                                            - 5 -


<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 March 31,  1999,  and the results of
      operations  for the three  months  ended  March 31, 1999 and 1998 and cash
      flows for the three months ended March 31, 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>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                               ---------
                                                          1999           1998
                                                          ----           ----
                                                             (IN THOUSANDS)

           <S>                                            <C>            <C>
         Cash payments for:
           Interest                                       $ 243          $ 266
           Taxes                                             38             16
</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 other comprehensive
      income and the  allocated  income tax amounts for the three  months  ended
      March 31, 1999 and 1998:

<TABLE>
<CAPTION>

                                                            THREE MONTHS ENDED
                                                                 MARCH 31, 
                                                                 --------
                                                             1999        1998
                                                             ----        ----
       <S>                                                  <C>          <C>
       Unrealized gains on securities:
             Unrealized holding gains
               arising during the period                    $ (20)       $ (3)
             Income tax benefit                                 8           1 
                                                             ----------------
                 Net of tax amount                            (12)         (2)
                                                             ----------------
             Less:  reclassification
               adjustment for (gains)
               losses included in net
               income                                           -           -
             Income tax expense (benefit)                       -           - 
                                                             ----------------
                                                                -           - 
                                                             ----------------
                 Other comprehensive
                   income                                  $ (12)        $ (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 quarter ended March 31, 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  3.0% from $25.4  million at December  31, 1998 to
$26.2 million at March 31, 1999,  primarily as a result of increases in cash and
interest bearing deposits with banks and loans receivable, net, which was funded
primarily by an increase in deposits and proceeds from  maturities of securities
available for sale.

     Loans  receivable,  net, were $21.5 million at March 31, 1999,  compared to
$20.9 million at December 31, 1998, a 2.9% increase.

     Other  debt  securities   available  for  sale  (U.S.   government   agency
obligations  and corporate  notes)  decreased  from $1.5 million at December 31,
1998 to $1.2  million at March 31,  1999.  During the three month  period  ended
March 31,  1999,  the Company had  maturities  of other debt  securities  with a
carrying value of $350,000.

     Cash and interest  bearing  deposits with banks increased from $2.4 million
at  December  31,  1998 to $2.9  million at March 31, 1999 as a result of excess
liquidity   funded  by  the  growth  in  deposits  and  proceeds  from  maturing
securities.

     Total  deposits  increased from $19.5 million at December 31, 1998 to $20.3
million  at March 31,  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 $26,000 for the three  months  ended March 31,
1999, compared to $5,000 for the three months ended March 31, 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.  Net interest income increased 45.3% from $137,000 in
1998 to $199,000  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 7.36% for 1998 to 7.06% for 1999.  The average  balance of total
interest-earning assets was $21.8 million for 1998 compared to $25.5 million for
1999. The average cost of interest-bearing  liabilities decreased from 5.31% for
1998 to 5.10% for 1999 while the average balance of interest-bearing liabilities
was $19.9 million for 1998 compared to $19.6 million for 1999. The interest rate
spread for 1998 was 2.05%  compared to 1.96% for 1999.  The  increase in average
interest-earning assets and decrease in average interest-bearing liabilities for
1999  compared to 1998  relates  primarily  to the  issuance of common  stock in
connection with the Bank's mutual to stock conversion on July 1, 1998.

      PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $1,500 for
the three month  period ended March 31,  1999.  There was no provision  for loan
losses for the three month  period  ended  March 31,  1998.  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  probable  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
$50,000 at March 31, 1999 and $51,000  December 31, 1998.  Management has deemed
these  amounts as adequate on those dates based on its best estimate of probable
known and inherent loan losses. At March 31, 1999,  non-performing loans totaled
$23,000.

      NON-INTEREST  INCOME.  Non-interest income was $5,000 for the three months
ended March 31, 1999 and $2,000 for the three months  ended March 31, 1998.  The
increase is  primarily  a result of service  charges on deposit  accounts  being
introduced in late 1998.

      NON-INTEREST  EXPENSES.  Non-interest  expenses  totaled  $162,000 for the
three  months  ended March 31, 1999  compared to $133,000 for the same period in
1998.  The increase for 1999 compared to 1998 resulted  primarily from increases
in  compensation  and  benefits  of $9,000 and an  increase  in other  operating
expenses of $21,000.  Other operating  expenses increased in 1999 as compared to
the same period in 1998  primarily as a result of  increases  in service  bureau
costs related to new loan  products and demand  deposit  accounts,  professional
fees, registrar fees,  advertising expenses 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 three month  period ended
March 31, 1999 was $14,000,  compared to $1,000 for the same period in 1998. The
effective  tax  rate for 1999 is  35.3%  compared  to 14.9%  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  March  31,  1999,  the  Bank  had  cash  and
interest-bearing   deposits   with  banks  of  $2.9   million   and   securities
available-for-sale  with a fair value of $1.2  million.  At March 31, 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 Bank 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 March 31, 1999,  the Bank was in  compliance  with all
regulatory  capital  requirements  which  were  effective  as of such  date with
tangible,  core and  risk-based  capital  ratios  of  15.6%,  15.6%  and  28.6%,
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 loans 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 is  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 March 31, 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  $8,000.  As of March 31, 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  plaintiff,  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 affect 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

          Not applicable.

ITEM 5.   OTHER INFORMATION

          Not applicable.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

          Exhibits
          --------

          27 Financial Data Schedule


                                    - 13 -


<PAGE> 14



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


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




                                    - 14 -