<PAGE> 1

As filed with the Securities and Exchange Commission on August 24, 1999
                                                Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                          --------------------------

                               PCB HOLDING COMPANY
             (Exact Name of Registrant as Specified in its Charter)
INDIANA                               6035                      35-2040715
(State of Incorporation)  (Primary Standard Classification      (IRS Employer
                                    Code Number)             Identification No.)

                                 819 MAIN STREET
                            TELL CITY, INDIANA 47586

   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

                   PCB HOLDING COMPANY 1999 STOCK OPTION PLAN
               PCB HOLDING COMPANY 1999 MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN

                            (FULL TITLE OF THE PLANS)

                                                 COPIES TO:
 CARL D. SMITH                                   ERIC S. KRACOV, ESQ.
 PRESIDENT AND CHIEF EXECUTIVE OFFICER           MULDOON, MURPHY & FAUCETTE LLP
 PCB HOLDING COMPANY                             5101 WISCONSIN AVENUE, N.W.
 819 MAIN STREET                                 WASHINGTON, D.C.  20016
 TELL CITY, INDIANA 47586                        (202) 362-0840
 (812) 547-7094

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
                              INCLUDING AREA CODE)

<TABLE>
<CAPTION>
============================================================================================================
                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
     TITLE OF CLASS OF                                                    ESTIMATED
     SECURITIES TO BE           PROPOSED AMOUNT     PROPOSED PRICE        AGGREGATE           AMOUNT OF
       REGISTERED              TO BE REGISTERED 1     PER SHARE        OFFERING PRICE 2    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
<S>                             <C>                   <C>                 <C>                <C>
COMMON STOCK, $.01 PAR VALUE    55,545 SHARES 3       $10.125 4           $562,394           $157
============================================================================================================
</TABLE>
1  TOGETHER  WITH AN  INDETERMINATE  NUMBER OF  ADDITIONAL  SHARES  WHICH MAY BE
   NECESSARY TO ADJUST THE NUMBER OF SHARES  RESERVED  FOR ISSUANCE  PURSUANT TO
   THE PCB HOLDING  COMPANY 1999 STOCK OPTION PLAN AND PCB HOLDING  COMPANY 1999
   MANAGEMENT  RECOGNITION AND DEVELOPMENT PLAN (THE "1999 PLANS") AS THE RESULT
   OF A STOCK SPLIT,  STOCK  DIVIDEND OR SIMILAR  ADJUSTMENT OF THE  OUTSTANDING
   COMMON STOCK OF PCB HOLDING COMPANY PURSUANT TO 17 C.F.R. SECTION 230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.4457(H)(1), REPRESENTS THE TOTAL NUMBER  OF
   SHARES  SUBJECT TO OPTIONS OR  RESTRICTED  STOCK  AWARDS UNDER THE 1999 PLANS
   PRIOR TO ANY ADJUSTMENT AS PERMITTED UNDER THE 1999 PLANS.
4  CALCULATED  USING THE MARKET VALUE OF THE COMMON  STOCK ON AUGUST 23, 1999 AS
   DETERMINED BY THE CLOSING PRICE QUOTED ON THE NATIONAL DAILY QUOTATION SYSTEM
   "PINK  SHEETS" FOR  55,545  SHARES  FOR  WHICH  OPTIONS AND STOCK AWARDS  MAY
   BE GRANTED UNDER THE 1999 PLANS.

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

NUMBER OF PAGES 28
EXHIBIT INDEX BEGINS ON PAGE 7



<PAGE> 2



PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.  The  documents  containing  the  information  for the  1999  Plans
required by Part I of the  registration  statement  will be sent or given to the
participants in the 1999 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) PCB Holding  Company's (the "Company" or the  "Registrant")  Annual
Report on Form  10-KSB  for the fiscal  year  ended  December  31,  1998,  which
includes the consolidated  statements of financial  condition of the Company and
subsidiaries  as of  December  31, 1998 and 1997,  and the related  consolidated
statements  of  income,  stockholders'  equity and cash flows for the years then
ended , together  with the related  notes and the report of Monroe  Shine & Co.,
Inc.,  independent  auditors  dated January 29, 1999 filed with the SEC on March
26, 1999 (File No. 0-24135).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No.0-24135), filed with the SEC on May 14, 1999.

         (c) The Form  10-Q  report  filed  by  the  Registrant  for the  fiscal
quarter ended June 30, 1999 (File No.0-24135),  filed with the SEC on August 16,
1999.

         (d)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File  No.0-24135),  as filed with the SEC,  pursuant  to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder,  on April 30, 1998 and declared effective on
May 13, 1998, as  incorporated by reference from the  Registrant's  Registration
Statement on Form SB-2 (SEC No. 333-48191) as amended and declared  effective on
May 13, 1998.

         (e) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.


                                        2

<PAGE> 3




ITEM 4.   DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The financial  statements  incorporated in this Registration  Statement by
reference  from the  Company's  Annual  Report on Form 10-KSB for the year ended
December  31, 1998 have been audited by Monroe  Shine & Co.,  Inc.,  independent
auditors, as stated in their reports, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against  liability to the fullest  extent  permissible  by the Indiana  Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance with the Indiana  Business  Corporation Law (being Title 23,
Article  I,  Chapter 37 of the  Indiana  Code),  the  Registrant's  Articles  of
Incorporation provide as follows:

ARTICLE VIII

                                 INDEMNIFICATION

      SECTION 8.01.  GENERAL  PROVISIONS.  The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Act
or any other  applicable  laws,  as from time to time in effect,  indemnify  any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal,  by
reason of the fact that he is or was a  director,  officer  or  employee  of the
corporation,  or who, while serving as such director, officer or employee of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether  for  profit  or not,  against  expenses  (including  attorneys'  fees),
judgments,  settlements,  penalties and fines  (including  excise taxes assessed
with respect to employee  benefit plans) actually or reasonably  incurred by him
in accordance  with such action,  suit or proceeding,  if he acted in good faith
and in a manner he reasonably  believed,  in the case of


                                        3

<PAGE> 4



conduct in his official  capacity,  was in the best interest of the corporation,
and  in  all  other  cases,  was  not  opposed  to  the  best  interests  of the
corporation,  and with respect to any criminal  action or proceeding,  he either
had reasonable cause to believe his conduct was lawful or no reasonable cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not meet the prescribed standard of conduct.

      SECTION 8.02.  INDEMNIFICATION  AUTHORIZED. To the extent that a director,
officer or employee of the  corporation  has been  successful,  on the merits or
otherwise,  in the  defense of any  action,  suit or  proceeding  referred to in
Section 8.01 of this  Article,  or in the defense of any claim,  issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  Any other indemnification under Section 8.01 of this Article (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case,  upon a  determination  that  indemnification  of the  director,
officer or employee is permissible in the  circumstances  because he has met the
applicable  standard of  conduct.  Such  determination  shall be made (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not at the time parties to such  action,  suit or  proceeding;  or (b) if a
quorum  cannot be  obtained  under  subdivision  (a),  by a  majority  vote of a
committee  duly  designated  by the board of  directors  (in  which  designation
directors  who are parties may  participate),  consisting  solely of two or more
directors not at the time parties to such action, suit or proceeding;  or (c) by
special legal  counsel:  (i) selected by the board of directors or its committee
in the manner  prescribed in subdivision  (a) or (b), or (ii) if a quorum of the
board of  directors  cannot be obtained  under  subdivision  (a) and a committee
cannot be designated under  subdivision (b),  selected by a majority vote of the
full board of  directors  (in which  selection  directors  who are  parties  may
participate);  or (d) by  stockholders,  but shares  owned by or voted under the
control  of  directors  who are at the  time  parties  to such  action,  suit or
proceeding may not be voted on the determination.

      Authorization of  indemnification  and evaluation as to  reasonableness of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (c)
to select counsel.

      SECTION 8.03.  DEFINITION OF GOOD FAITH. For purposes of any determination
under  Section 8.01 of this  Article,  a person shall be deemed to have acted in
good faith and to have  otherwise  met the  applicable  standard  of conduct set
forth in Section 8.01 if his action is based on information,  opinions, reports,
or  statements,  including  financial  statements and other  financial  data, if
prepared  or  presented  by  (a)  one  or  more  officers  or  employees  of the
corporation or other  enterprise whom he reasonably  believes to be reliable and
competent  in the matters  presented;  (b) legal  counsel,  public  accountants,
appraisers or other persons as to matters he reasonably  believes are within the
person's  professional or expert competence;  or (c) a committee of the board of
directors of the corporation or another  enterprise of which the person is not a
member if he  reasonably  believes the  committee  merits  confidence.  The term
"another  enterprise"  as  used  in this  Section  8.03  shall  mean  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other


                                      4

<PAGE> 5



enterprise  of  which  such  person  is or was  serving  at the  request  of the
corporation as a director,  officer,  partner,  trustee,  employee or agent. The
provisions  of this Section 8.03 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable standards of conduct set forth in Section 8.01 of this Article.

      SECTION 8.04.  ADVANCEMENT  OF EXPENSES.  Expenses  incurred in connection
with  any  civil  or  criminal  action,  suit or  proceeding  may be paid for or
reimbursed  by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described  in Section  8.02 of this  Article,  upon receipt of a written
affirmation of the director, officer or employee's good faith belief that he has
met the  standard of conduct  described in Section 8.01 of this Article and upon
receipt of a written undertaking on behalf of the director,  officer or employee
to repay such amount if it shall  ultimately be determined  that he did not meet
the standard of conduct set forth in this Article,  and a determination  is made
that the facts then known to those making the  determination  would not preclude
indemnification under this Article.

      SECTION  8.05.  NON-EXCLUSIVITY.  The  indemnification  provided  by  this
Article  shall not be  deemed  exclusive  of any other  rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the  corporation's   Bylaws,  any  resolution  of  the  board  of  directors  or
stockholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all voting stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer or  employee,  and shall  inure to the  benefit of the heirs,
executors and administrators of such a person.

      SECTION  8.06.  VESTMENT  OF  RIGHTS.  The  right  of  any  individual  to
indemnification  under  this  Article  shall vest at the time of  occurrence  or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section 8.01 of this Article and, once
vested,  shall  not later be  impaired  as a result  of any  amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification  provisions  in  effect  at the  time  of  such  prior  acts  or
omissions.

      SECTION  8.07.  INSURANCE.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
director,  officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.



                                      5

<PAGE> 6



      SECTION 8.08.  OTHER DEFINITIONS.

      For  purposes of this  Article,  serving an employee  benefit  plan at the
request of the corporation  shall include any service as a director,  officer or
employee of the  corporation  which imposes  duties on, or involves  services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he  reasonably  believed to be in the best  interests  of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" referred to in this
Article.

      For purposes of this Article,  "party"  includes any  individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.

      For purposes of this Article,  "official capacity," when used with respect
to a director,  shall mean the office of director of the  corporation;  and when
used with respect to an individual other than a director,  shall mean the office
in the corporation held by the officer or the employment or agency  relationship
undertaking  by the  employee or agent on behalf of the  corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise,  whether for profit or not, except as set forth in Section 1 of this
Article.

      SECTION 8.09.  BUSINESS  EXPENSES.  Any payments  made to any  indemnified
party  under this  Article  under any other  right of  indemnification  shall be
deemed to be an ordinary and necessary business expense of the corporation,  and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.




                                      6

<PAGE> 7




ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1    Certificate of Incorporation of PCB Holding  Company.1
        3.2    Bylaws of PCB Holding Company.1
        4.1    PCB Holding Company 1999 Stock Option Plan
        4.2    PCB Holding Company 1999 Management Recognition and Development
               Plan
        5.0    Opinion of Muldoon,  Murphy & Faucette  LLP as to the legality of
               the Common Stock registered hereby.
       23.1    Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5)
       23.2    Consent of Monroe Shine & Co., Inc.
       24      Powers of Attorney (contained on the signature pages).
-----------------------

      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No. 333-48191), filed with the SEC on March 18, 1998.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment  to this  registration  statement  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  this   registration
         statement:

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

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement; and


                                      7

<PAGE> 8



         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

      (2)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; and

      (3)To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

      (4)That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act that is incorporated by reference in
         the  registration  statement  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against  public  policy  as  expressed  in  such  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in such Act will be governed by the final  adjudication  of
such issue.



                                      8

<PAGE> 9



                                   SIGNATURES

    The Registrant.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  PCB
Holding  Company  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 Tell City, State of Indiana, on August 24, 1999.

                                      PCB HOLDING COMPANY

                                      By:/s/ Carl D. Smith
                                         ---------------------------------------
                                         Carl D. Smith
                                         President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Smith)  constitutes  and  appoints  Carl D. Smith and Mr.
Smith hereby  constitutes and appoints James L. Wittmer,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ Carl D. Smith             President and                      August 24, 1999
-----------------------       Chief Executive Officer
Carl D. Smith


/s/ Clarke A. Blackford       Treasurer and Corporate Secretary  August 24, 1999
-----------------------       (Principal Financial and
Clarke A. Blackford           Accounting Officer)


/s/ James L. Wittmer          Chairman of the Board              August 24, 1999
------------------------
James L. Wittmer



<PAGE> 10




/s/ Howard L. Traphagen       Director                           August 24, 1999
--------------------------
Howard L. Traphagen


/s/ James G. Tyler            Director                           August 24, 1999
-------------------------
James G. Tyler


/s/ Daniel P. Lutgring        Director                           August 24, 1999
--------------------------
Daniel P. Lutgring


/s/ Marion L. Ress            Director                           August 24, 1999
--------------------------
Marion L. Ress
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 28542}]
{"company-data": {"conformed-name": "PCB HOLDING CO", "cik": "0001057818", "assigned-sic": "6035", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85883", "film-number": "99699366"}, "business-address": {"street1": "PO BOX 68", "street2": "C/O PEOPLES COMMUNITY BANK", "city": "TELL CITY", "state": "IN", "zip": "47586", "phone": "8125477094"}, "mail-address": {"street1": "PO BOX 68", "street2": "C/O PEOPLES COMMUNITY BANK", "city": "TELL CITY", "state": "IN", "zip": "47586"}}
1

As filed with the Securities and Exchange Commission on August 24, 1999
                                                Registration No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                              --------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                          --------------------------

                               PCB HOLDING COMPANY
             (Exact Name of Registrant as Specified in its Charter)
INDIANA                               6035                      35-2040715
(State of Incorporation)  (Primary Standard Classification      (IRS Employer
                                    Code Number)             Identification No.)

                                 819 MAIN STREET
                            TELL CITY, INDIANA 47586

   (Address, including zip code, and telephone number including area code, of
                   registrant's principal executive offices)

                   PCB HOLDING COMPANY 1999 STOCK OPTION PLAN
               PCB HOLDING COMPANY 1999 MANAGEMENT RECOGNITION AND
                                DEVELOPMENT PLAN

                            (FULL TITLE OF THE PLANS)

                                                 COPIES TO:
 CARL D. SMITH                                   ERIC S. KRACOV, ESQ.
 PRESIDENT AND CHIEF EXECUTIVE OFFICER           MULDOON, MURPHY & FAUCETTE LLP
 PCB HOLDING COMPANY                             5101 WISCONSIN AVENUE, N.W.
 819 MAIN STREET                                 WASHINGTON, D.C.  20016
 TELL CITY, INDIANA 47586                        (202) 362-0840
 (812) 547-7094

            (NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE,
                              INCLUDING AREA CODE)
============================================================================================================
                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
     TITLE OF CLASS OF                                                    ESTIMATED
     SECURITIES TO BE           PROPOSED AMOUNT     PROPOSED PRICE        AGGREGATE           AMOUNT OF
       REGISTERED              TO BE REGISTERED 1     PER SHARE        OFFERING PRICE 2    REGISTRATION FEE
------------------------------------------------------------------------------------------------------------
COMMON STOCK, $.01 PAR VALUE    55,545 SHARES 3       $10.125 4           $562,394           $157
============================================================================================================
1  TOGETHER  WITH AN  INDETERMINATE  NUMBER OF  ADDITIONAL  SHARES  WHICH MAY BE
   NECESSARY TO ADJUST THE NUMBER OF SHARES  RESERVED  FOR ISSUANCE  PURSUANT TO
   THE PCB HOLDING  COMPANY 1999 STOCK OPTION PLAN AND PCB HOLDING  COMPANY 1999
   MANAGEMENT  RECOGNITION AND DEVELOPMENT PLAN (THE "1999 PLANS") AS THE RESULT
   OF A STOCK SPLIT,  STOCK  DIVIDEND OR SIMILAR  ADJUSTMENT OF THE  OUTSTANDING
   COMMON STOCK OF PCB HOLDING COMPANY PURSUANT TO 17 C.F.R. SECTION 230.416(A).
2  ESTIMATED SOLELY FOR PURPOSES OF CALCULATING THE REGISTRATION FEE.
3  PURSUANT TO 17 C.F.R. SECTION 230.4457(H)(1), REPRESENTS THE TOTAL NUMBER  OF
   SHARES  SUBJECT TO OPTIONS OR  RESTRICTED  STOCK  AWARDS UNDER THE 1999 PLANS
   PRIOR TO ANY ADJUSTMENT AS PERMITTED UNDER THE 1999 PLANS.
4  CALCULATED  USING THE MARKET VALUE OF THE COMMON  STOCK ON AUGUST 23, 1999 AS
   DETERMINED BY THE CLOSING PRICE QUOTED ON THE NATIONAL DAILY QUOTATION SYSTEM
   "PINK  SHEETS" FOR  55,545  SHARES  FOR  WHICH  OPTIONS AND STOCK AWARDS  MAY
   BE GRANTED UNDER THE 1999 PLANS.

   THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE  WITH SECTION 8(A) OF THE  SECURITIES  ACT OF 1933, AS AMENDED,  (THE
"SECURITIES ACT") AND 17 C.F.R. SECTION 230.462.

NUMBER OF PAGES 28
EXHIBIT INDEX BEGINS ON PAGE 7
2

PART I     INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 & 2.  The  documents  containing  the  information  for the  1999  Plans
required by Part I of the  registration  statement  will be sent or given to the
participants in the 1999 Plan as specified by Rule 428(b)(1). Such documents are
not filed with the  Securities and Exchange  Commission  (the "SEC") either as a
part of this registration statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  Incorporation of Certain Documents by Reference

         The  following  documents  filed  or to  be  filed  with  the  SEC  are
incorporated by reference in this registration statement:

         (a) PCB Holding  Company's (the "Company" or the  "Registrant")  Annual
Report on Form  10-KSB  for the fiscal  year  ended  December  31,  1998,  which
includes the consolidated  statements of financial  condition of the Company and
subsidiaries  as of  December  31, 1998 and 1997,  and the related  consolidated
statements  of  income,  stockholders'  equity and cash flows for the years then
ended , together  with the related  notes and the report of Monroe  Shine & Co.,
Inc.,  independent  auditors  dated January 29, 1999 filed with the SEC on March
26, 1999 (File No. 0-24135).

         (b) The Form 10-Q report filed by the Registrant for the fiscal quarter
ended March 31, 1999 (File No.0-24135), filed with the SEC on May 14, 1999.

         (c) The Form  10-Q  report  filed  by  the  Registrant  for the  fiscal
quarter ended June 30, 1999 (File No.0-24135),  filed with the SEC on August 16,
1999.

         (d)  The  description  of   Registrant's   common  stock  contained  in
Registrant's  Form 8-A (File  No.0-24135),  as filed with the SEC,  pursuant  to
Section 12(b) of the Securities  Exchange Act of 1934 (the  "Exchange  Act") and
Rule 12b-15 promulgated thereunder,  on April 30, 1998 and declared effective on
May 13, 1998, as  incorporated by reference from the  Registrant's  Registration
Statement on Form SB-2 (SEC No. 333-48191) as amended and declared  effective on
May 13, 1998.

         (e) All documents filed by the Registrant pursuant to Section 13(a) and
(c),  14 or 15(d) of the  Exchange  Act after the date  hereof  and prior to the
filing of a  post-effective  amendment  which  deregisters  all securities  then
remaining unsold.

       ANY STATEMENT CONTAINED IN THIS REGISTRATION  STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE  HEREIN,  SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION  STATEMENT TO THE
EXTENT THAT A STATEMENT  CONTAINED  HEREIN, OR IN ANY OTHER  SUBSEQUENTLY  FILED
DOCUMENT WHICH ALSO IS  INCORPORATED  OR DEEMED TO BE  INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR
SUPERSEDED  SHALL  NOT BE  DEEMED,  EXCEPT  AS SO  MODIFIED  OR  SUPERSEDED,  TO
CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.

                                        2
3

ITEM 4.   DESCRIPTION OF SECURITIES

      The common  stock to be offered  pursuant to the Plan has been  registered
pursuant to Section 12 of the Exchange Act.  Accordingly,  a description  of the
common stock is not required herein.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

      The  validity of the common stock  offered  hereby has been passed upon by
the firm of Muldoon, Murphy & Faucette LLP, Washington, D.C. for the Registrant.

      The financial  statements  incorporated in this Registration  Statement by
reference  from the  Company's  Annual  Report on Form 10-KSB for the year ended
December  31, 1998 have been audited by Monroe  Shine & Co.,  Inc.,  independent
auditors, as stated in their reports, which is incorporated herein by reference,
and have been so  incorporated  in  reliance  upon the report of such firm given
upon their authority as experts in accounting and auditing.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Directors and officers of the Registrant are indemnified and held harmless
against  liability to the fullest  extent  permissible  by the Indiana  Business
Corporation Law as it currently exists or as it may be amended provided any such
amendment provides broader indemnification provisions than currently exists.

      In accordance with the Indiana  Business  Corporation Law (being Title 23,
Article  I,  Chapter 37 of the  Indiana  Code),  the  Registrant's  Articles  of
Incorporation provide as follows:

ARTICLE VIII

                                 INDEMNIFICATION

      SECTION 8.01.  GENERAL  PROVISIONS.  The corporation shall, to the fullest
extent to which it is empowered to do so by the Indiana Business Corporation Act
or any other  applicable  laws,  as from time to time in effect,  indemnify  any
person  who was or is a  party,  or is  threatened  to be made a  party,  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or investigative  and whether formal or informal,  by
reason of the fact that he is or was a  director,  officer  or  employee  of the
corporation,  or who, while serving as such director, officer or employee of the
corporation,  is or was serving at the request of the corporation as a director,
officer,   partner,   trustee,   employee  or  agent  of  another   corporation,
partnership,  joint venture,  trust,  employee benefit plan or other enterprise,
whether  for  profit  or not,  against  expenses  (including  attorneys'  fees),
judgments,  settlements,  penalties and fines  (including  excise taxes assessed
with respect to employee  benefit plans) actually or reasonably  incurred by him
in accordance  with such action,  suit or proceeding,  if he acted in good faith
and in a manner he reasonably  believed,  in the case of

                                        3
4

conduct in his official  capacity,  was in the best interest of the corporation,
and  in  all  other  cases,  was  not  opposed  to  the  best  interests  of the
corporation,  and with respect to any criminal  action or proceeding,  he either
had reasonable cause to believe his conduct was lawful or no reasonable cause to
believe  his conduct  was  unlawful.  The  termination  of any  action,  suit or
proceeding by judgment,  order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the person did not meet the prescribed standard of conduct.

      SECTION 8.02.  INDEMNIFICATION  AUTHORIZED. To the extent that a director,
officer or employee of the  corporation  has been  successful,  on the merits or
otherwise,  in the  defense of any  action,  suit or  proceeding  referred to in
Section 8.01 of this  Article,  or in the defense of any claim,  issue or matter
therein, the corporation shall indemnify such person against expenses (including
attorneys'  fees) actually and reasonably  incurred by such person in connection
therewith.  Any other indemnification under Section 8.01 of this Article (unless
ordered by a court) shall be made by the  corporation  only as authorized in the
specific  case,  upon a  determination  that  indemnification  of the  director,
officer or employee is permissible in the  circumstances  because he has met the
applicable  standard of  conduct.  Such  determination  shall be made (a) by the
board of directors by a majority  vote of a quorum  consisting  of directors who
were not at the time parties to such  action,  suit or  proceeding;  or (b) if a
quorum  cannot be  obtained  under  subdivision  (a),  by a  majority  vote of a
committee  duly  designated  by the board of  directors  (in  which  designation
directors  who are parties may  participate),  consisting  solely of two or more
directors not at the time parties to such action, suit or proceeding;  or (c) by
special legal  counsel:  (i) selected by the board of directors or its committee
in the manner  prescribed in subdivision  (a) or (b), or (ii) if a quorum of the
board of  directors  cannot be obtained  under  subdivision  (a) and a committee
cannot be designated under  subdivision (b),  selected by a majority vote of the
full board of  directors  (in which  selection  directors  who are  parties  may
participate);  or (d) by  stockholders,  but shares  owned by or voted under the
control  of  directors  who are at the  time  parties  to such  action,  suit or
proceeding may not be voted on the determination.

      Authorization of  indemnification  and evaluation as to  reasonableness of
expenses  shall  be  made  in  the  same  manner  as  the   determination   that
indemnification  is  permissible,  except that if the  determination  is made by
special legal counsel,  authorization  of  indemnification  and evaluation as to
reasonableness  of expenses shall be made by those entitled under subsection (c)
to select counsel.

      SECTION 8.03.  DEFINITION OF GOOD FAITH. For purposes of any determination
under  Section 8.01 of this  Article,  a person shall be deemed to have acted in
good faith and to have  otherwise  met the  applicable  standard  of conduct set
forth in Section 8.01 if his action is based on information,  opinions, reports,
or  statements,  including  financial  statements and other  financial  data, if
prepared  or  presented  by  (a)  one  or  more  officers  or  employees  of the
corporation or other  enterprise whom he reasonably  believes to be reliable and
competent  in the matters  presented;  (b) legal  counsel,  public  accountants,
appraisers or other persons as to matters he reasonably  believes are within the
person's  professional or expert competence;  or (c) a committee of the board of
directors of the corporation or another  enterprise of which the person is not a
member if he  reasonably  believes the  committee  merits  confidence.  The term
"another  enterprise"  as  used  in this  Section  8.03  shall  mean  any  other
corporation or any partnership,  joint venture,  trust, employee benefit plan or
other

                                      4
5

enterprise  of  which  such  person  is or was  serving  at the  request  of the
corporation as a director,  officer,  partner,  trustee,  employee or agent. The
provisions  of this Section 8.03 shall not be deemed to be exclusive or to limit
in any way the  circumstances  in which a person  may be  deemed to have met the
applicable standards of conduct set forth in Section 8.01 of this Article.

      SECTION 8.04.  ADVANCEMENT  OF EXPENSES.  Expenses  incurred in connection
with  any  civil  or  criminal  action,  suit or  proceeding  may be paid for or
reimbursed  by the  corporation  in  advance  of the final  disposition  of such
action,  suit or  proceeding,  as  authorized  in the specific  case in the same
manner  described  in Section  8.02 of this  Article,  upon receipt of a written
affirmation of the director, officer or employee's good faith belief that he has
met the  standard of conduct  described in Section 8.01 of this Article and upon
receipt of a written undertaking on behalf of the director,  officer or employee
to repay such amount if it shall  ultimately be determined  that he did not meet
the standard of conduct set forth in this Article,  and a determination  is made
that the facts then known to those making the  determination  would not preclude
indemnification under this Article.

      SECTION  8.05.  NON-EXCLUSIVITY.  The  indemnification  provided  by  this
Article  shall not be  deemed  exclusive  of any other  rights to which a person
seeking  indemnification  may be entitled under these Articles of Incorporation,
the  corporation's   Bylaws,  any  resolution  of  the  board  of  directors  or
stockholders,  any other  authorization,  whenever  adopted,  after notice, by a
majority vote of all voting stock then outstanding,  or any contract, both as to
action in his  official  capacity  and as to action in  another  capacity  while
holding  such office,  and shall  continue as to a person who has ceased to be a
director,  officer or  employee,  and shall  inure to the  benefit of the heirs,
executors and administrators of such a person.

      SECTION  8.06.  VESTMENT  OF  RIGHTS.  The  right  of  any  individual  to
indemnification  under  this  Article  shall vest at the time of  occurrence  or
performance  of any event,  act or omission  giving rise to any action,  suit or
proceeding  of the nature  referred to in Section 8.01 of this Article and, once
vested,  shall  not later be  impaired  as a result  of any  amendment,  repeal,
alteration  or  other   modification   of  any  or  all  of  these   provisions.
Notwithstanding the foregoing,  the indemnification  afforded under this Article
shall be  applicable  to all alleged  prior acts or omissions of any  individual
seeking indemnification hereunder, regardless of the fact that such alleged acts
or omissions  may have occurred  prior to the adoption of this  Article.  To the
extent  such  prior  acts or  omissions  cannot be deemed to be  covered by this
Article, the right of any individual to indemnification shall be governed by the
indemnification  provisions  in  effect  at the  time  of  such  prior  acts  or
omissions.

      SECTION  8.07.  INSURANCE.  The  corporation  may  purchase  and  maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent  of  the  corporation,  or who is or was  serving  at the  request  of the
corporation  as a  director,  officer,  partner,  trustee,  employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other  enterprise,  against any  liability  asserted  against or incurred by the
individual  in that  capacity  or  arising  from the  individual's  status  as a
director,  officer, employee or agent, whether or not the corporation would have
power to indemnify the individual against the same liability under this Article.

                                      5
6

      SECTION 8.08.  OTHER DEFINITIONS.

      For  purposes of this  Article,  serving an employee  benefit  plan at the
request of the corporation  shall include any service as a director,  officer or
employee of the  corporation  which imposes  duties on, or involves  services by
such director, officer or employee with respect to an employee benefit plan, its
participants, or beneficiaries. A person who acted in good faith and in a manner
he  reasonably  believed to be in the best  interests  of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interest of the corporation" referred to in this
Article.

      For purposes of this Article,  "party"  includes any  individual who is or
was a plaintiff, defendant or respondent in any action, suit or proceeding.

      For purposes of this Article,  "official capacity," when used with respect
to a director,  shall mean the office of director of the  corporation;  and when
used with respect to an individual other than a director,  shall mean the office
in the corporation held by the officer or the employment or agency  relationship
undertaking  by the  employee or agent on behalf of the  corporation.  "Official
capacity" does not include service for any other foreign or domestic corporation
or any  partnership,  joint  venture,  trust,  employee  benefit  plan, or other
enterprise,  whether for profit or not, except as set forth in Section 1 of this
Article.

      SECTION 8.09.  BUSINESS  EXPENSES.  Any payments  made to any  indemnified
party  under this  Article  under any other  right of  indemnification  shall be
deemed to be an ordinary and necessary business expense of the corporation,  and
payment thereof shall not subject any person responsible for the payment, or the
board of directors, to any action for corporate waste or to any similar action.

                                      6
7

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.   EXHIBITS.

      The following  exhibits are filed with or  incorporated  by reference into
this registration  statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).

        3.1    Certificate of Incorporation of PCB Holding  Company.1
        3.2    Bylaws of PCB Holding Company.1
        4.1    PCB Holding Company 1999 Stock Option Plan
        4.2    PCB Holding Company 1999 Management Recognition and Development
               Plan
        5.0    Opinion of Muldoon,  Murphy & Faucette  LLP as to the legality of
               the Common Stock registered hereby.
       23.1    Consent of Muldoon, Murphy & Faucette LLP (contained in the
               opinion included as Exhibit 5)
       23.2    Consent of Monroe Shine & Co., Inc.
       24      Powers of Attorney (contained on the signature pages).
-----------------------

      1  Incorporated   herein  by   reference   from   Exhibits  3.1  and  3.2,
         respectively, contained in the Registration Statement on Form SB-2 (SEC
         No. 333-48191), filed with the SEC on March 18, 1998.

ITEM 9.   UNDERTAKINGS

      The undersigned Registrant hereby undertakes:

      (1)To file,  during any period in which  offers or sales are being made, a
         post-effective  amendment  to this  registration  statement  unless the
         information  required by (i) and (ii) is contained in periodic  reports
         filed by the Registrant pursuant to Section 13 or 15(d) of the Exchange
         Act  that  are   incorporated  by  reference  into  this   registration
         statement:

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

         (ii)  To reflect in the  prospectus  any facts or events  arising after
               the  effective  date of the  registration  statement (or the most
               recent post-effective  amendment thereof) which,  individually or
               in  the  aggregate,   represent  a  fundamental   change  in  the
               information set forth in the registration statement; and

                                      7
8

         (iii) To include any material  information  with respect to the plan of
               distribution   not  previously   disclosed  in  the  registration
               statement  or any  material  change  to such  information  in the
               registration statement.

      (2)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; and

      (3)To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

      (4)That,  for purposes of determining  any liability  under the Securities
         Act, each filing of the Registrant's  annual report pursuant to Section
         13(a) or 15(d) of the Exchange Act that is incorporated by reference in
         the  registration  statement  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.

      Insofar as  indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to trustees,  officers and  controlling  persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant has been advised that in the opinion of the SEC such  indemnification
is  against  public  policy  as  expressed  in  such  Act  and  is,   therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  trustee,  officer  or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
trustee,  officer or controlling  person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in such Act will be governed by the final  adjudication  of
such issue.

                                      8
9

                                   SIGNATURES

    The Registrant.

    Pursuant to the requirements of the Securities Act of 1933, as amended,  PCB
Holding  Company  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 Tell City, State of Indiana, on August 24, 1999.

                                      PCB HOLDING COMPANY

                                      By:/s/ Carl D. Smith
                                         ---------------------------------------
                                         Carl D. Smith
                                         President and Chief Executive Officer

    KNOW ALL MEN BY THESE  PRESENT,  that each person  whose  signature  appears
below (other than Mr.  Smith)  constitutes  and  appoints  Carl D. Smith and Mr.
Smith hereby  constitutes and appoints James L. Wittmer,  as the true and lawful
attorney-in-fact  and agent with full power of substitution and  resubstitution,
for him and in his name,  place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 registration statement,  and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S.  Securities  and  Exchange  Commission,  respectively,  granting  unto said
attorney-in-fact  and agent full power and  authority to do and perform each and
every act and things  requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorney-in-fact and agent or his substitute or substitutes,  may
lawfully do or cause to be done by virtue hereof.

    Pursuant  to  the   requirements   of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                           Date
    ----                            -----                           ----

/s/ Carl D. Smith             President and                      August 24, 1999
-----------------------       Chief Executive Officer
Carl D. Smith

/s/ Clarke A. Blackford       Treasurer and Corporate Secretary  August 24, 1999
-----------------------       (Principal Financial and
Clarke A. Blackford           Accounting Officer)

/s/ James L. Wittmer          Chairman of the Board              August 24, 1999
------------------------
James L. Wittmer
10

/s/ Howard L. Traphagen       Director                           August 24, 1999
--------------------------
Howard L. Traphagen

/s/ James G. Tyler            Director                           August 24, 1999
-------------------------
James G. Tyler

/s/ Daniel P. Lutgring        Director                           August 24, 1999
--------------------------
Daniel P. Lutgring

/s/ Marion L. Ress            Director                           August 24, 1999
--------------------------
Marion L. Ress