Filed with the Securities and Exchange Commission on May 30, 1997
                      Securities Act Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933


                          SECURITY BANK HOLDING COMPANY
             (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)

                        1997 DIRECTORS 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
<TABLE>
<CAPTION>
                                     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               $ 11.50(2)            $ 287,500               $87.12

     (1) The shares of Common Stock  represent  the number of shares that may be
issued under the 1997 Directors Compensation Plan.

     (2)  The  maximum  offering  price  for  the  shares  cannot  presently  be
determined as the offering price is established by the market price of the stock
at certain  intervals during the duration of the plan.  Pursuant to Rule 457(h),
the offering  price is estimated  based on the last sale price  reported for the
Common Stock on NASDAQ on May 28, 1997.

</TABLE>

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The  following  documents  filed by  Security  Bank  Holding  Company  (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-KSB for the year ended December
31, 1996,  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)

                                      II-1

<PAGE>



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.

         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-B  being  filed
herewith or incorporated herein by reference are as follows:

Exhibit

4.1      Articles of Incorporation of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.1 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.2      Bylaws of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.2 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.3      Specimen Stock Certificate
         Incorporated by reference to Exhibit 3.0 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

5.1      Opinion of Foster Pepper & Shefelman

23.1     Consent of KPMG Peat Marwick LLP

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

99       1997 Directors Compensation Plan


                                      II-2

<PAGE>



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.

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

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


                                      II-3

<PAGE>







                                   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 21st day of May,
1997.

                                     SECURITY BANK HOLDING COMPANY


                                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 May 21, 1997.



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



By: /s/ E. Samuel Dement                         By:  /s/ Donald L. Goddard
   E. Samuel Dement,  Director                        Donald L. Goddard,
                                                      Director


By: /s/ William A. Lansing                       By:  /s/ Harry A. Slack, Jr.
   William A. Lansing, Director                       Harry A. Slack, Jr.,
                                                      Director


By: /s/ Ralph W. Gazeley                         By:  /s/ Thomas R. Graham
   Ralph W. Gazeley, Director                        Thomas R. Graham
                                                     Director


By: /s/ Glenn A. Thomas                          By:
   Glenn A. Thomas, Director                         Kathleen M. Kerins,
                                                     Director


By: /s/ Ron L. Farnsworth
   Ron L. Farnsworth
   Controller (Chief Accounting Officer)



<PAGE>

                                                  EXHIBIT  INDEX


Exhibit


4.1      Articles of Incorporation of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.1 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.2      Bylaws of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.2 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.3      Specimen Stock Certificate
         Incorporated by reference to Exhibit 3.0 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

5.1      Opinion of Foster Pepper & Shefelman

23.1     Consent of KPMG Peat Marwick LLP

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

99       1997 Directors Compensation Plan




<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14561}]
{"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": "333-28095", "film-number": "97616856"}, "business-address": {"street1": "170 S SECOND ST", "street2": "PO BOX 1350", "city": "COOS BAY", "state": "OR", "zip": "97420", "phone": "5412672712"}, "mail-address": {"street1": "170 S SECOND ST", "street2": "P O BOX 1350", "city": "COOS BAY", "state": "OR", "zip": "97420"}}
Filed with the Securities and Exchange Commission on May 30, 1997
                      Securities Act Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          SECURITY BANK HOLDING COMPANY
             (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)

                        1997 DIRECTORS 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               $ 11.50(2)            $ 287,500               $87.12

     (1) The shares of Common Stock  represent  the number of shares that may be
issued under the 1997 Directors Compensation Plan.

     (2)  The  maximum  offering  price  for  the  shares  cannot  presently  be
determined as the offering price is established by the market price of the stock
at certain  intervals during the duration of the plan.  Pursuant to Rule 457(h),
the offering  price is estimated  based on the last sale price  reported for the
Common Stock on NASDAQ on May 28, 1997.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference.

     The  following  documents  filed by  Security  Bank  Holding  Company  (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-KSB for the year ended December
31, 1996,  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)

                                      II-1
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.

         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-B  being  filed
herewith or incorporated herein by reference are as follows:

Exhibit

4.1      Articles of Incorporation of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.1 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.2      Bylaws of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.2 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.3      Specimen Stock Certificate
         Incorporated by reference to Exhibit 3.0 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

5.1      Opinion of Foster Pepper & Shefelman

23.1     Consent of KPMG Peat Marwick LLP

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

99       1997 Directors Compensation Plan

                                      II-2
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.

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

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

                                      II-3
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 21st day of May,
1997.

                                     SECURITY BANK HOLDING COMPANY

                                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 May 21, 1997.

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

By: /s/ E. Samuel Dement                         By:  /s/ Donald L. Goddard
   E. Samuel Dement,  Director                        Donald L. Goddard,
                                                      Director

By: /s/ William A. Lansing                       By:  /s/ Harry A. Slack, Jr.
   William A. Lansing, Director                       Harry A. Slack, Jr.,
                                                      Director

By: /s/ Ralph W. Gazeley                         By:  /s/ Thomas R. Graham
   Ralph W. Gazeley, Director                        Thomas R. Graham
                                                     Director

By: /s/ Glenn A. Thomas                          By:
   Glenn A. Thomas, Director                         Kathleen M. Kerins,
                                                     Director

By: /s/ Ron L. Farnsworth
   Ron L. Farnsworth
   Controller (Chief Accounting Officer)
EXHIBIT  INDEX

Exhibit

4.1      Articles of Incorporation of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.1 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.2      Bylaws of Security Bank Holding Company
         Incorporated by reference to Exhibit 2.2 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

4.3      Specimen Stock Certificate
         Incorporated by reference to Exhibit 3.0 to the Company's  registration
         statement  on Form SB-1 as declared  effective  by the  Securities  and
         Exchange Commission on September 12, 1996 (File No. 33-80795).

5.1      Opinion of Foster Pepper & Shefelman

23.1     Consent of KPMG Peat Marwick LLP

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

99       1997 Directors Compensation Plan