<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, 2001
                                                 -------------

                                       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: 379,697 shares of common stock were outstanding as of July 31,
2001.



<page> 2



                               PCB HOLDING COMPANY


                                      INDEX

PART I   FINANCIAL INFORMATION                                             PAGE
                                                                           ----

          ITEM 1.  CONSOLIDATED FINANCIAL STATEMENTS

           Consolidated Balance Sheets as of June 30, 2001
            and December 31, 2000 (unaudited)                                3

           Consolidated Statements of Income for the three months
            and six months ended June 30, 2001 and 2000 (unaudited)          4

           Consolidated Statements of Cash Flows for the six months
            ended June 30, 2001 and 2000 (unaudited)                         5

           Notes to consolidated financial statements (unaudited)           6-8

          ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                              9-12

PART II.  OTHER INFORMATION                                                  13





SIGNATURES                                                                   14





                                      - 2 -
<page> 3
<table>
<caption>


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

                                                                        JUNE 30,              DECEMBER 31,
                                                                        --------              ------------
                                                                          2001                    2000
                                                                          ----                    ----
                                                                                 (IN THOUSANDS)

                                                                 <c>                     <c>
ASSETS

Cash and due from banks                                             $       161             $        163
Interest-bearing deposits with banks                                      1,416                    1,613
Securities available for sale, at fair value                                935                    1,164

Loans receivable, net                                                    28,177                   26,459

Federal Home Loan Bank stock, at cost                                       208                      207
Premises and equipment                                                      587                      439
Other assets                                                                276                      279
                                                                    ------------------------------------------

    TOTAL ASSETS                                                    $    31,760             $     30,324
                                                                    ==========================================

LIABILITIES

Deposits                                                            $    22,993             $     22,098
Federal Home Loan Bank advances                                           3,000                    2,500
Accrued expenses and other liabilities                                       70                       48
                                                                    ------------------------------------------
    Total Liabilities                                                    26,063                   24,646
                                                                    ------------------------------------------

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 412,620 shares                                                  4                        4
Additional paid-in capital                                                3,815                    3,814
Retained earnings-substantially restricted                                2,343                    2,315
Accumulated other comprehensive income -
  net unrealized loss on securities available for sale                       (9)                     (21)
Unearned stock compensation                                                 (97)                    (112)
Less treasury stock, at cost - 32,923 shares
  (29,710 at December 31, 2000)                                            (359)                    (322)
                                                                    ------------------------------------------
    Total Stockholders' Equity                                            5,697                    5,678
                                                                    ------------------------------------------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                      $    31,760             $     30,324
                                                                    ==========================================


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             SIX MONTHS ENDED
                                                                        JUNE 30,                      JUNE 30,
                                                                        --------                      --------
                                                                  2001           2000             2001         2000
                                                                  ----           ----             ----         ----
                                                                        (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                            <c>             <c>             <c>            <c>
INTEREST INCOME
  Loans                                                        $      554      $      499      $    1,099     $    960
  Securities                                                           16              19              33           37
  Federal Home Loan Bank dividends                                      4               4               8            8
  Interest-bearing deposits with banks                                 22              29              39           54
                                                               ---------------------------     ------------------------
      Total interest income                                           596             551           1,179        1,059
                                                               ---------------------------     ------------------------
INTEREST EXPENSE
  Deposits                                                            288             267             577          518
  Federal Home Loan Bank advances                                      47              45              90           79
                                                               ---------------------------     ------------------------
      Total interest expense                                          335             312             667          597
                                                               ---------------------------     ------------------------

      Net interest income                                             261             239             512          462
  Provision for loan losses                                             6               2              11            4
                                                               ---------------------------     ------------------------
      Net interest income after provision for loan losses             255             237             501          458
                                                               ---------------------------     ------------------------
NONINTEREST INCOME
  Service charges on deposit accounts                                  11               7              20           12
  Other income                                                          3               4               7            8
                                                               ---------------------------     ------------------------
         Total noninterest income                                      14              11              27           20
                                                               ---------------------------     ------------------------
NONINTEREST EXPENSE
  Compensation and benefits                                           110             104             230          210
  Occupancy and equipment                                              17               9              32           20
  Deposit insurance premiums                                            1               1               2            2
  Other operating expenses                                             72              68             156          133
                                                               ---------------------------     ------------------------
      Total noninterest expense                                       200             182             420          365
                                                               ---------------------------     ------------------------

      Income before income taxes                                       69              66             108          113

  Income tax expense                                                   28              26              42           44
                                                               ---------------------------     ------------------------
      NET INCOME                                                       41              40              66           69

OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
  Unrealized losses on securities:
     Unrealized holding gains (losses) arising during the period       (5)              -              12           (3)
     Less: reclassification adjustment                                  -               -               -            -
                                                               ---------------------------     ------------------------
       Other comprehensive income (loss)                               (5)              -              12           (3)
                                                               ---------------------------     ------------------------

       COMPREHENSIVE INCOME                                    $       36      $       40      $       78     $     66
                                                               ===========================     ========================

  Net income per common share, basic                           $     0.11      $     0.11      $     0.18     $   0.18
                                                               ===========================     ========================

  Net income per common share, diluted                         $     0.11      $     0.10      $     0.18     $   0.18
                                                               ===========================     ========================

See accompanying notes to consolidated financial statements.
</table>

                                                  - 4 -


<page> 5
<table>
<caption>


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


                                                                                                   SIX MONTHS ENDED
                                                                                                       JUNE 30,
                                                                                                       --------
                                                                                          2001           2000
                                                                                          ----           ----

                                                                                   <c>              <c>
CASH FLOWS FROM OPERATING ACTIVITIES

  Net income                                                                          $        66      $      69
  Adjustments to reconcile net income to net
     cash provided by operating activities:
        Amortization of premiums and accretion of
             discounts on securities, net                                                      (1)            (1)
        Provision for loan losses                                                              11              4
        Depreciation expense                                                                   16             10
        Stock compensation expense                                                             16             16
        Net change in other assets/liabilities                                                 17            (64)
                                                                                      -----------------------------
          NET CASH PROVIDED BY OPERATING ACTIVITIES                                           125             34
                                                                                      -----------------------------

CASH FLOWS FROM INVESTING ACTIVITIES
        Net decrease in interest-bearing deposits with banks                                  197            426
        Proceeds from maturity of securities available for sale                               250              -
        Net increase in loans receivable                                                   (1,729)        (1,659)
        Purchase of Federal Home Loan Bank stock                                               (1)           (11)
        Purchase of premises and equipment                                                   (164)          (179)
                                                                                      -----------------------------
          NET CASH USED IN INVESTING ACTIVITIES                                            (1,447)        (1,423)
                                                                                      -----------------------------

CASH FLOWS FROM FINANCING ACTIVITIES
        Net increase in deposit accounts                                                      895          1,039
        Advances from the Federal Home Loan Bank                                            1,000            500
        Repayment of advances from the Federal Home Loan Bank                                (500)          (233)
        Purchase of treasury stock                                                            (37)             -
        Cash dividends paid                                                                   (38)           (39)
                                                                                      -----------------------------
          NET CASH PROVIDED BY FINANCING ACTIVITIES                                         1,320          1,267
                                                                                      -----------------------------

NET DECREASE IN CASH AND DUE FROM BANKS                                                        (2)          (122)

Cash and due from banks at beginning of period                                                163            230
                                                                                      -----------------------------

CASH AND DUE FROM BANKS AT END OF PERIOD                                              $       161      $     108
                                                                                      =============================

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 (the "Company") is the holding company for Peoples
         Community Bank (the "Bank"),  a federally  chartered stock savings bank
         located in Tell City, Indiana.

         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,  2001,  and the
         results of  operations  for the three  months and six months ended June
         30, 2001 and 2000 and cash flows for the six months ended June 30, 2001
         and 2000.  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, 2000.

         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

                                                          SIX MONTHS ENDED
                                                          ----------------
                                                              JUNE 30,
                                                              --------
                                                     2001                 2000
                                                     ----                 ----
                                                           (IN THOUSANDS)

             Cash payments for:
               Interest                           $     667            $     598
               Taxes                                     59                   65





                                      - 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 other  comprehensive  income
         representing   the  net  unrealized  gains  and  losses  on  securities
         available for sale.  The following  tables set forth the  components of
         other comprehensive income (loss) and the allocated tax amounts for the
         three and six months ended June 30, 2001 and 2000:

<table>
<caption>
                                                                                           THREE MONTHS ENDED
                                                                                           ------------------
                                                                                                 JUNE 30,
                                                                                                 --------
                                                                                        2001                 2000
                                                                                        ----                 ----
                                                                                              (IN THOUSANDS)
             
                                                                     <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 (benefit)                                           -                    -
                                                                                      ---------------------------
                                                                                          -                    -
                                                                                      ---------------------------

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


<table>
<caption>
                                                                                             SIX MONTHS ENDED
                                                                                             ----------------
                                                                                                 JUNE 30,
                                                                                                 --------
                                                                                        2001                 2000
                                                                                        ----                 ----
                                                                                              (IN THOUSANDS)
             
                                                                      <c>                <c>
             Unrealized gains (losses) on securities:
               Unrealized holding gains (losses) arising during the period            $   20             $    (5)
               Income tax benefit                                                         (8)                  2
                                                                                       -------------------------
                   Net of tax amount                                                      12                  (3)
                                                                                       -------------------------
               Less: reclassification adjustment for (gains)
                   losses included in net income                                           -                   -
                   Income tax expense (benefit)                                            -                   -
                                                                                       -------------------------
                                                                                           -                   -
                                                                                       -------------------------

                   Other comprehensive gain (loss)                                    $   12             $    (3)
                                                                                       =========================

</table>


                                                  -7-

<page> 8



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

<table>
<caption>

4.       NET INCOME PER COMMON SHARE


                                                            THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                    JUNE 30,                    JUNE 30,
                                                             2001        2000            2001        2000
                                                             ----        ----            ----        ----
                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                       <c>          <c>            <c>          <c>
BASIC:
     Net income                                           $      41    $     40       $     66     $     69
                                                         =====================================================
 Shares:
     Weighted average common shares outstanding             368,181     377,786        368,181      384,384
                                                         =====================================================
     Net income per common share, basic                   $    0.11    $   0.11       $   0.18     $   0.18
                                                         =====================================================
DILUTED:
  Net income                                              $      41    $     40       $     66     $     69
                                                         =====================================================
  Shares:
    Weighted average common shares outstanding              368,181     377,786        368,181      384,384
     Add:  Dilutive effect of outstanding options             2,935       2,935            875        1,796
     Add:  Dilutive effect of restricted share awards         2,281       2,809          2,059        2,870
                                                         -----------------------------------------------------
     Weighted average common shares
        outstanding, as adjusted                            383,027     383,027        371,115      389,050
                                                         =====================================================

Net income per common share, diluted                      $    0.10    $   0.11       $   0.18     $   0.18
                                                         =====================================================
</table>




                                              - 8 -
<page> 9



                                 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; 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 4.7% from $30.3 million at December 31, 2000 to
$31.8  million at June 30,  2001,  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 of Indianapolis.

         Loans receivable, net, were $28.2 million at June 30, 2001, compared to
$26.5 million at December 31, 2000, a 6.5% increase.

         Securities  available  for sale (U.S.  government  agency  obligations)
decreased  from $1.2  million at December  31, 2000 to $935,000 at June 30, 2001
due to a maturity of $250,000 offset by net unrealized gains of $20,000 in 2001.

         Cash and  interest-bearing  deposits  with  banks  decreased  from $1.8
million at  December  31,  2000 to $1.6  million at June 30, 2001 as a result of
increased loan originations.

         Total  deposits  increased  from $22.1  million at December 31, 2000 to
$23.0  million at June 30, 2001  primarily  as a result of the growth in savings
and time deposit accounts.




                                      - 9 -

<page> 10



                                 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  $66,000 for the six months  ended June 30,
2001,  compared to $69,000 for the six months ended June 30, 2000.  The decrease
in net income for 2001 compared to 2000 resulted  primarily  from an increase in
noninterest expenses, offset by an increase in net interest income.

         NET INTEREST  INCOME FOR THE SIX MONTH  PERIODS ENDED JUNE 30, 2001 AND
2000. Net interest income  increased 10.8% from $462,000 in 2000 to $512,000 for
2001 as a result of growth in  interest-earning  assets and an  increase  in the
interest rate spread.  The average yield on  interest-earning  assets  increased
from  7.40%  for  2000  to  7.90%  for  2001.  The  average   balance  of  total
interest-earning assets was $28.6 million for 2000 compared to $30.3 million for
2001. The average cost of interest-bearing  liabilities increased from 5.14% for
2000  compared to 5.28% for 2001 while the average  balance of  interest-bearing
liabilities  was $23.2 million for 2000 compared to $25.4 million for 2001.  The
increase in the cost of funds resulted  primarily from a slight  increase in the
average  cost of deposits  and an increase in the use of Federal  Home Loan Bank
advances to fund loan growth during 2001.  The average cost of these  borrowings
was 6.83% for 2001  compared to 6.56% 2000.  The  average  cost of deposits  was
5.09% for the six months  ended  June 30,  2001  compared  to 4.97% for the same
period in 2000.  The interest  rate spread for 2000 was 2.26%  compared to 2.60%
for  2001.  The  increase  in  average   interest-earning   assets  and  average
interest-bearing  liabilities for 2001 compared to 2000 relates primarily to the
growth in the loan portfolio and deposits, respectively.

         NET INTEREST INCOME FOR THE THREE MONTH PERIODS ENDED JUNE 30, 2001 AND
2000. Net interest income  increased from $239,000 for 2000 to $261,000 for 2001
as a result of an  increase  in total  interest  income of $45,000  offset by an
increase in total  interest  expense of $23,000 due to growth in loans funded by
growth in deposits and Federal Home Loan Bank advances.

         PROVISION  FOR LOAN LOSSES.  The  provision for loan losses was $11,000
for the six months  ended June 30,  2001 and $4,000 for the same period in 2000.
For 2001 and 2000, the provisions  were recorded to bring the allowance for loan
losses to the level determined by applying the methodology for estimating credit
losses after reduction for net charge-offs of consumer loans during the periods.
The provision  increased from 2000 to 2001 due to higher net charge-offs  during
the six months ended June 30, 2001  compared to the same period in 2000.  During
the six month period ended June 30, 2001, the net loan portfolio growth was $1.7
million.  Residential real estate loans and consumer installment loans increased
$1.2 million and  $553,000,  respectively,  during this period.  The  consistent
application of management's  allowance methodology did not result in an increase
in the level of the allowance for loan losses despite the loan portfolio  growth
due to the decrease in nonperforming loans during the period.

                  Provisions  for loan losses are charged to operations to bring
the total  allowance  for loan losses to a level  considered by management to be
adequate  to  provide  for  estimated  inherent  losses  based  on  management's
evaluation of the collectibility of the loan portfolio,  including the nature of
the portfolio,  credit  concentrations,  trends in historical  loss  experience,
specified impaired loans, and economic conditions.  Although management uses the
best information available, future adjustments to the allowance may be necessary
due to changes in economic, operating,  regulatory and other conditions that may
be beyond the Company's  control.  While the Company maintains its allowance for
loan losses at a level  which it  considers  adequate  to provide for  estimated
losses, there can be no assurance that further additions will not be made to the
allowance  for loan losses and that actual  losses will not exceed the estimated
amounts.


                                     - 10 -

<page> 11



                                 PART I - ITEM 2
                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

                       PCB HOLDING COMPANY AND SUBSIDIARY


         In determining the adequacy of the allowance for loan losses,  the loan
portfolio is evaluated quarterly,  and loans are assigned a risk weighting based
on asset classification. The allowance is calculated by applying loss factors to
outstanding  loans  based on the  internal  risk  grade of each  loan.  Specific
allowances  related to impaired and  substandard  loans are established in cases
where management has identified  significant conditions or circumstances related
to a loan that management believes indicate the probability that a loss has been
incurred.  A general  allowance  is  calculated  by  applying  loss  factors  to
performing loans that have been grouped into  homogeneous  pools for the purpose
of the  calculation.  Loss factors are based on historical  loss  experience and
industry  peer group data and may be adjusted for  significant  factors that, in
management's judgment, affect the collectibility of the portfolio. The allowance
for loan losses was $62,000 at June 30, 2001 and $60,000 at December  31,  2000.
Management has deemed these amounts as adequate on those dates based on its best
estimate  of  probable  known  and  inherent  loan  losses.  At June  30,  2001,
nonperforming  loans totaled $66,000.  Included in nonperforming loans are loans
over 90 days past due secured by one-to-four  family residential real estate and
automobiles totaling $48,000 and $18,000, respectively. These loans are accruing
interest as the estimated  value of the collateral  and  collection  efforts are
deemed sufficient to ensure full recovery.

         NONINTEREST INCOME. Noninterest income was $27,000 for 2001 and $20,000
for 2000. Noninterest income was $14,000 for the second quarter of 2001 compared
to $11,000 for the second  quarter of 2000. The increase is primarily the result
of an increase in service charges on deposit accounts due to increased  activity
and growth in these accounts.

         NONINTEREST EXPENSES. Noninterest expenses totaled $420,000 for the six
months ended June 30, 2001 compared to $365,000 for the same period in 2000. The
increase  for  2001  compared  to 2000  resulted  primarily  from  increases  in
compensation and benefits of $20,000 and an increase in other operating expenses
of $23,000.  Compensation  and benefits have  increased due to normal pay raises
and increases in employee benefits expense.  Other operating  expenses increased
primarily as a result of increased  data  processing  fees related to additional
loan and deposit accounts,  advertising expenses,  consulting expenses and other
expenses of operating as a public company.

         INCOME TAX EXPENSE.  Income tax expense for 2001 was $42,000,  compared
to $44,000 for 2000. The effective tax rate is 38.9% for both periods.

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, 2001, the Bank had cash and
interest-bearing   deposits   with  banks  of  $1.6   million   and   securities
available-for-sale  with a fair value of $935,000.  At June 30,  2001,  the Bank
also  had an  available,  but  undrawn,  credit  line of $1.0  million  from the
FHLB-Indianapolis.

         The Bank's primary investing activity is the origination of one-to-four
family  mortgage  loans  and,  to  a  lesser  extent,  consumer,   multi-family,
commercial real estate and residential construction loans. The Bank also invests
in U.S.  Government  and agency  securities,  corporate  notes and,  to a lesser
extent, mortgage-backed securities.


                                     - 11 -

<page> 12



                                 PART I - ITEM 2
                           MANAGEMENT'S DISCUSSION AND
                       ANALYSIS OF FINANCIAL CONDITION AND
                              RESULTS OF OPERATIONS

                       PCB HOLDING COMPANY AND SUBSIDIARY


         During the six months  ended June 30,  2001,  the  Company  used excess
capital  to  repurchase  common  stock,  acquiring  3,213  shares for a total of
$37,000.

         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. At June 30, 2001, the Bank had total commitments to extend credit
of $421,000. Historically, the Bank has been able to retain a significant amount
of its deposits as they mature.

         The Bank is required to maintain  specific  amounts of capital pursuant
to OTS  requirements.  As of June 30, 2001, 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  14.0%,  14.0%  and  24.2%,
respectively.




                                     - 12 -

<page> 13



                                     PART II
                                OTHER INFORMATION

                       PCB HOLDING COMPANY AND SUBSIDIARY


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 23, 2001. There were 382,910 shares entitled to vote at the
               time of the  annual  meeting.  Holders  of  295,402  shares  were
               represented  at the  meeting.  The  results  of the  vote  on the
               matters presented at the meeting is as follows:

                  1.  The following individuals were elected as directors:
                                              Vote         Vote        Term to
                             Name              For       Withheld      Expire
                             ----              ---       --------      ------

                       James G. Tyler         290,690      4,712        2004

                       Daniel P. Lutgring     290,690      4,712        2004

                      Broker non-votes totaled 0.
                      The terms of directors  Carl D. Smith,  Howard  Traphagen,
                      David  Lasher,  and Mark Ress  continued  after the annual
                      meeting.

                  2.  The appointment of Monroe Shine & Co., Inc. as auditors
                      for the  Corporation  for the fiscal year ending  December
                      31, 2001 was  ratified by  stockholders  by the  following
                      vote:

                      For 290,190; Against 500; Abstain 4,712

                      Broker non-votes totaled 0.

ITEM 5.        OTHER INFORMATION

               Not applicable.


ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

               Not applicable.


                                     - 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  August 3, 2001                       BY:   /s/ Carl D. Smith
 ------------------------------                 --------------------------------
                                                   Carl D. Smith
                                                   President and CEO


 DATED  August 3, 2001                       BY:   /s/ Clarke A. Blackford
 ------------------------------                 --------------------------------
                                                   Clarke A. Blackford
                                                   Vice President