Filed with the Securities and Exchange Commission on October 17, 2000
                     Securities Act Registration No. 333-


                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933


                      INDEPENDENT FINANCIAL NETWORK, INC.
            (Exact name of registrant as specified in its charter)

        Oregon                                           93-0800253
------------------------                  ------------------------------------
(State of incorporation)                  (I.R.S. Employer Identification No.)

170 S. Second St., Coos Bay, Oregon                                    97420
----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip Code)

                         2000 DIRECTOR COMPENSATION PLAN
                         -------------------------------
                             (Full title of the plan)


                               Charles D. Brummel
                      President and Chief Executive Officer
                                170 S. Second St.
                             Coos Bay, Oregon 97420
                               (541) 267-5356-6899
                       (Name, address and telephone number
                              of agent for service)

                                   Copies to:
                              Gordon E. Crim, Esq.
                            Foster Pepper & Shefelman
                           101 S.W. Main St., 15th Fl.
                             Portland, Oregon 97204


<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE

                          Number                Proposed            Proposed
                            of                  Maximum              Maximum
                          Shares                Offering            Aggregate      Amount of
Title of Securities        Being                Price Per           Offering     Registration
Being Registered       Registered(1)              Share               Price           Fee
------------------------------------------------------------------------------------------------

<S>                       <C>                  <C>                 <C>              <C>
Common Stock              25,000               $ 4.0625 (2)        $ 101,562.5      $26.81

</TABLE>

(1)  The shares of Common  Stock  represent  the number of shares  that may be
     issued under the 2000 Director  Compensation Plan. In addition,  pursuant
     to Rule 416, this  Registration  Statement  also covers an  indeterminate
     number of  additional  shares  which may be  issuable  as a result of the
     anti-dilution provisions of Plan.

(2)  The maximum  offering price for the shares cannot presently be determined
     as the offering  price is  established at the time the shares are issued.
     Pursuant to Rule  457(h),  the offering  price is estimated  based on the
     last sale price  reported for the Common Stock on NASDAQ on October 16,
     2000.

<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Independent Financial Network, Inc. (the
"Company")  with the Securities and Exchange  Commission are  incorporated  by
reference in this registration statement:

          (a) The  Company's  annual  report on Form  10-K for the year  ended
     December  31, 1999,  filed  pursuant to section  13(a) of the  Securities
     Exchange Act of 1934, as amended, file number 0-27590.

          (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
     the  Securities  Exchange Act of 1934,  as amended,  since the end of the
     fiscal year covered by the registrant document referred to in (a) above.

          (c) The  description of the Common Stock  contained in the Company's
     registration  statement on Form SB-1 declared effective by the Commission
     on September 12, 1996 (File No. 33-80795).

     All  documents  filed by the Company  subsequent  to those  listed  above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended,  prior to the filing of a post-effective  amendment which
indicates  that  all  securities  offered  hereby  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated  by  reference  herein and to be a part  hereof  from the date of
filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
("ORS") Sections 60.387 to 60.414), applicable to the Company, a person who is
made a party to a  proceeding  because  such  person is or was an  officer  or
director  of a  corporation  may be  indemnified  by the  corporation  against
liability incurred by such person in connection with the proceeding if (i) the
person's  conduct  was in good  faith  and in a  manner  he or she  reasonably
believed was in the corporation's best interest or at least not opposed to its
best  interests  and (ii) if the  proceeding  was a criminal  proceeding,  the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful.
Indemnification  is not  permitted  if the person was  adjudged  liable to the
corporation in a proceeding by or in the right of the  corporation,  or if the
Indemnitee was adjudged liable on the basis that he or she improperly received
a personal benefit.  Unless the articles of the corporation provide otherwise,
such  indemnification  is mandatory if the Indemnitee is wholly  successful on
the merits or otherwise, or if ordered by a court of competent jurisdiction.

     The  Oregon  Business  Corporation  Act also  provides  that a  company's
Articles of Incorporation  may limit or eliminate the personal  liability of a
director to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided that no such  provision  shall  eliminate the
liability of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct or a knowing violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which the
director derived an improper personal benefit.

     The Company's Articles of Incorporation (the "Articles") provide that the
Company will  indemnify  its directors  and  officers,  to the fullest  extent
permissible  under the Oregon  Business  Corporation  Act  against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director  or officer of the  company or is or was  serving at the
request of the company as a director,  officer,  partner, trustee, employee or
agent of another  corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other enterprise.



                                      2
<PAGE>

     The effect of these provisions is to limit the liability of directors for
monetary  damages,  and to indemnify the directors and officers of the Company
for all costs and expenses for liability  incurred by them in connection  with
any action,  suit or proceeding in which they may become involved by reason of
their  affiliation  with the Company,  to the fullest extent permitted by law.
These  provisions do not limit the rights of the Company or any shareholder to
see  non-monetary  relief,  and  do  not  affect  a  director's  or  officer's
responsibilities  under any other laws,  such as securities  or  environmental
laws.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits  required by Item 601 of Regulation S-X being filed herewith
or incorporated herein by reference are as follows:

Exhibit

3.1  Articles of  Incorporation  of Independent  Financial  Network,  Inc., as
     amended

3.2  Bylaws of Independent Financial Network, Inc., as amended

4.1  Specimen Stock Certificate

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of KPMG LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

99   2000 Director Compensation Plan

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (1)  To  include  any  prospectus  required  by Section  10(a)(3)  of the
          Securities Act of 1933;

     (2)  To  reflect  in  the   prospectus   any  facts  or  events,   which,
          individually  or  together,  represent a  fundamental  change in the
          information  in  the  registration  statement.  Notwithstanding  the
          foregoing,  any increase or decrease in volume of securities offered
          (if the total dollar value of  securities  offered  would not exceed
          that which was  registered)  and any deviation  from the low or high
          end of the estimated  maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to Rule 424(b)
          if, in the aggregate,  the changes in volume and price  represent no
          more than a 20% change in the maximum  aggregate  offering price set
          forth  in  the  "Calculation  of  Registration  Fee"  table  in  the
          effective registration statement.

     (3)  To include any  additional or changed  material  information  on the
          plan of distribution;

Provided  however,  that  paragraphs  1 and 2 do not apply if the  information
required to be included in a  post-effective  amendment by those paragraphs is
contained in periodic  reports filed by the registrant  pursuant to Section 13
or Section 15(d) of the Securities  Exchange Act of 1934 that are incorporated
by reference in the registration statement.



                                      3
<PAGE>

     (B)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective  amendment shall be deemed to
be a new registration  statement  relating to the securities  offered therein,
and the  offering  of such  securities  at that time shall be deemed to be the
initial bona fide offering thereof.

     (C) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering. SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized,  in the City of Coos Bay, State of Oregon,  on the
8th day of September, 2000.

                                    INDEPENDENT FINANCIAL NETWORK, INC.


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

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons in the
capacities and on September 8, 2000.



By:  /s/ Charles D. Brummel         By:  /s/  Kenneth C. Messerle
     -----------------------------       -------------------------------------
     Charles D. Brummel                  Kenneth C. Messerle, Director
     Director, President and
       Chief Executive Officer


By:  /s/ Ronald C. LaFranchi        By:  /s/ Gary L. Waggoner
     -----------------------------       -------------------------------------
     Ronald C. LaFranchi, Director       Gary L. Waggonner, Director


By:  /s/ William A. Lansing         By:  /s/ Robert L. Fullhart
     -----------------------------       -------------------------------------
     William A. Lansing, Director        Robert L. Fullhart, Director


By:  /s/ Glenn A. Thomas            By:  /s/ Ron L. Farnsworth
     -----------------------------       -------------------------------------
     Glenn A. Thomas, Director           Ron L. Farnsworth
                                         Vice  President and Chief Financial
                                           Officer (Chief Accounting Officer)

                                      4
<PAGE>

                                 EXHIBIT INDEX


Exhibit

3.1  Articles of  Incorporation  of Independent  Financial  Network,  Inc., as
     amended

3.2  Bylaws of Independent Financial Network, Inc., as amended

4.1  Specimen Stock Certificate

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of KPMG LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

99   2000 Director Compensation Plan



                                      5
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 OF INDEPENDENT FINANCIAL NETWORK, INC.", "secsgml_size_bytes": 13556}]
{"company-data": {"conformed-name": "SECURITY BANK HOLDING CO", "cik": "0000879116", "assigned-sic": "6022", "irs-number": "930800253", "state-of-incorporation": "OR", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48104", "film-number": "741689"}, "business-address": {"street1": "170 S SECOND ST", "street2": "PO BOX 1350", "city": "COOS BAY", "state": "OR", "zip": "97501", "phone": "5412675356"}, "mail-address": {"street1": "170 S SECOND ST", "street2": "P O BOX 1350", "city": "COOS BAY", "state": "OR", "zip": "97501"}}
Filed with the Securities and Exchange Commission on October 17, 2000
                     Securities Act Registration No. 333-

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                      INDEPENDENT FINANCIAL NETWORK, INC.
            (Exact name of registrant as specified in its charter)

        Oregon                                           93-0800253
------------------------                  ------------------------------------
(State of incorporation)                  (I.R.S. Employer Identification No.)

170 S. Second St., Coos Bay, Oregon                                    97420
----------------------------------------                            ----------
(Address of principal executive offices)                            (Zip Code)

                         2000 DIRECTOR COMPENSATION PLAN
                         -------------------------------
                             (Full title of the plan)

                               Charles D. Brummel
                      President and Chief Executive Officer
                                170 S. Second St.
                             Coos Bay, Oregon 97420
                               (541) 267-5356-6899
                       (Name, address and telephone number
                              of agent for service)

                                   Copies to:
                              Gordon E. Crim, Esq.
                            Foster Pepper & Shefelman
                           101 S.W. Main St., 15th Fl.
                             Portland, Oregon 97204
CALCULATION OF REGISTRATION FEE

                          Number                Proposed            Proposed
                            of                  Maximum              Maximum
                          Shares                Offering            Aggregate      Amount of
Title of Securities        Being                Price Per           Offering     Registration
Being Registered       Registered(1)              Share               Price           Fee
------------------------------------------------------------------------------------------------
Common Stock              25,000               $ 4.0625 (2)        $ 101,562.5      $26.81
(1)  The shares of Common  Stock  represent  the number of shares  that may be
     issued under the 2000 Director  Compensation Plan. In addition,  pursuant
     to Rule 416, this  Registration  Statement  also covers an  indeterminate
     number of  additional  shares  which may be  issuable  as a result of the
     anti-dilution provisions of Plan.

(2)  The maximum  offering price for the shares cannot presently be determined
     as the offering  price is  established at the time the shares are issued.
     Pursuant to Rule  457(h),  the offering  price is estimated  based on the
     last sale price  reported for the Common Stock on NASDAQ on October 16,
     2000.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents filed by Independent Financial Network, Inc. (the
"Company")  with the Securities and Exchange  Commission are  incorporated  by
reference in this registration statement:

          (a) The  Company's  annual  report on Form  10-K for the year  ended
     December  31, 1999,  filed  pursuant to section  13(a) of the  Securities
     Exchange Act of 1934, as amended, file number 0-27590.

          (b) All other  reports  filed  pursuant to Section 13(a) or 15(d) of
     the  Securities  Exchange Act of 1934,  as amended,  since the end of the
     fiscal year covered by the registrant document referred to in (a) above.

          (c) The  description of the Common Stock  contained in the Company's
     registration  statement on Form SB-1 declared effective by the Commission
     on September 12, 1996 (File No. 33-80795).

     All  documents  filed by the Company  subsequent  to those  listed  above
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended,  prior to the filing of a post-effective  amendment which
indicates  that  all  securities  offered  hereby  have  been  sold  or  which
deregisters  all  securities  then  remaining  unsold,  shall be  deemed to be
incorporated  by  reference  herein and to be a part  hereof  from the date of
filing of such documents.

Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Under the  Oregon  Business  Corporation  Act  (Oregon  Revised  Statutes
("ORS") Sections 60.387 to 60.414), applicable to the Company, a person who is
made a party to a  proceeding  because  such  person is or was an  officer  or
director  of a  corporation  may be  indemnified  by the  corporation  against
liability incurred by such person in connection with the proceeding if (i) the
person's  conduct  was in good  faith  and in a  manner  he or she  reasonably
believed was in the corporation's best interest or at least not opposed to its
best  interests  and (ii) if the  proceeding  was a criminal  proceeding,  the
Indemnitee had no reasonable cause to believe his or her conduct was unlawful.
Indemnification  is not  permitted  if the person was  adjudged  liable to the
corporation in a proceeding by or in the right of the  corporation,  or if the
Indemnitee was adjudged liable on the basis that he or she improperly received
a personal benefit.  Unless the articles of the corporation provide otherwise,
such  indemnification  is mandatory if the Indemnitee is wholly  successful on
the merits or otherwise, or if ordered by a court of competent jurisdiction.

     The  Oregon  Business  Corporation  Act also  provides  that a  company's
Articles of Incorporation  may limit or eliminate the personal  liability of a
director to the  corporation  or its  shareholders  for  monetary  damages for
conduct as a director,  provided that no such  provision  shall  eliminate the
liability of a director for (i) any breach of the  directors'  duty of loyalty
to the  corporation  or its  shareholders;  (ii) acts or omissions not in good
faith or which involve  intentional  misconduct or a knowing violation of law;
(iii)  any  unlawful  distribution;  or (iv) any  transaction  from  which the
director derived an improper personal benefit.

     The Company's Articles of Incorporation (the "Articles") provide that the
Company will  indemnify  its directors  and  officers,  to the fullest  extent
permissible  under the Oregon  Business  Corporation  Act  against all expense
liability and loss (including attorney fees) incurred or suffered by reason of
service as a director  or officer of the  company or is or was  serving at the
request of the company as a director,  officer,  partner, trustee, employee or
agent of another  corporation,  partnership,  joint venture,  trust,  employee
benefit plan or other enterprise.

                                      2
The effect of these provisions is to limit the liability of directors for
monetary  damages,  and to indemnify the directors and officers of the Company
for all costs and expenses for liability  incurred by them in connection  with
any action,  suit or proceeding in which they may become involved by reason of
their  affiliation  with the Company,  to the fullest extent permitted by law.
These  provisions do not limit the rights of the Company or any shareholder to
see  non-monetary  relief,  and  do  not  affect  a  director's  or  officer's
responsibilities  under any other laws,  such as securities  or  environmental
laws.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The exhibits  required by Item 601 of Regulation S-X being filed herewith
or incorporated herein by reference are as follows:

Exhibit

3.1  Articles of  Incorporation  of Independent  Financial  Network,  Inc., as
     amended

3.2  Bylaws of Independent Financial Network, Inc., as amended

4.1  Specimen Stock Certificate

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of KPMG LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

99   2000 Director Compensation Plan

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (A) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

     (1)  To  include  any  prospectus  required  by Section  10(a)(3)  of the
          Securities Act of 1933;

     (2)  To  reflect  in  the   prospectus   any  facts  or  events,   which,
          individually  or  together,  represent a  fundamental  change in the
          information  in  the  registration  statement.  Notwithstanding  the
          foregoing,  any increase or decrease in volume of securities offered
          (if the total dollar value of  securities  offered  would not exceed
          that which was  registered)  and any deviation  from the low or high
          end of the estimated  maximum offering range may be reflected in the
          form of prospectus filed with the Commission pursuant to Rule 424(b)
          if, in the aggregate,  the changes in volume and price  represent no
          more than a 20% change in the maximum  aggregate  offering price set
          forth  in  the  "Calculation  of  Registration  Fee"  table  in  the
          effective registration statement.

     (3)  To include any  additional or changed  material  information  on the
          plan of distribution;

Provided  however,  that  paragraphs  1 and 2 do not apply if the  information
required to be included in a  post-effective  amendment by those paragraphs is
contained in periodic  reports filed by the registrant  pursuant to Section 13
or Section 15(d) of the Securities  Exchange Act of 1934 that are incorporated
by reference in the registration statement.

                                      3
(B)  That,  for the  purpose  of  determining  any  liability  under  the
Securities Act of 1933, each such post-effective  amendment shall be deemed to
be a new registration  statement  relating to the securities  offered therein,
and the  offering  of such  securities  at that time shall be deemed to be the
initial bona fide offering thereof.

     (C) To file a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering. SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  the
registrant  certifies that it has reasonable  grounds to believe that it meets
all of the  requirements  for  filing  on Form  S-8 and has duly  caused  this
Registration  Statement  to be  signed  on  its  behalf  by  the  undersigned,
thereunto duly  authorized,  in the City of Coos Bay, State of Oregon,  on the
8th day of September, 2000.

                                    INDEPENDENT FINANCIAL NETWORK, INC.

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

     Pursuant  to  the  requirements  of the  Securities  Act  of  1933,  this
Registration  Statement has been signed below by the following  persons in the
capacities and on September 8, 2000.

By:  /s/ Charles D. Brummel         By:  /s/  Kenneth C. Messerle
     -----------------------------       -------------------------------------
     Charles D. Brummel                  Kenneth C. Messerle, Director
     Director, President and
       Chief Executive Officer

By:  /s/ Ronald C. LaFranchi        By:  /s/ Gary L. Waggoner
     -----------------------------       -------------------------------------
     Ronald C. LaFranchi, Director       Gary L. Waggonner, Director

By:  /s/ William A. Lansing         By:  /s/ Robert L. Fullhart
     -----------------------------       -------------------------------------
     William A. Lansing, Director        Robert L. Fullhart, Director

By:  /s/ Glenn A. Thomas            By:  /s/ Ron L. Farnsworth
     -----------------------------       -------------------------------------
     Glenn A. Thomas, Director           Ron L. Farnsworth
                                         Vice  President and Chief Financial
                                           Officer (Chief Accounting Officer)

                                      4
EXHIBIT INDEX

Exhibit

3.1  Articles of  Incorporation  of Independent  Financial  Network,  Inc., as
     amended

3.2  Bylaws of Independent Financial Network, Inc., as amended

4.1  Specimen Stock Certificate

5.1  Opinion of Foster Pepper & Shefelman LLP

23.1 Consent of KPMG LLP

23.2 Consent of Foster Pepper & Shefelman LLP (Included in Exhibit 5.1)

99   2000 Director Compensation Plan

                                      5