SECURITY BANK HOLDING CO
8-A12G, 1996-08-20
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-A

     For Registration of Certain Classes of Securities Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934



                          Security Bank Holding Company
             (Exact name of registrant as specified in its charter)


 Oregon                                          93-0800253
(State of incorporation or organization)(I.R.S.  Employer  Identification
                                                                  Number)

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


If this Form relates to the  registration  of a class of debt  securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. |_|

If this Form relates to the registration of a class of debt securities and is to
become  effective   simultaneously   with  the  effectiveness  of  a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to 
General Instruction A.(c)(2), please check the following box. |_|

Securities to be registered pursuant to Section 12(b) of the Act:

 Title of each class                     Name of each exchange on which to
 be so registered                        each class is to be so registered

  none                                                          none



Securities to be registered pursuant to Section 12(g) of the Act:

                                           Common Stock, $5.00 par value
                                                 (Title of class)



70049214.2

<PAGE>


Item 1.  Description of Registrant's Securities to be Registered

         Reference is made to the  description  of the  Registrant's  securities
under the caption "Description of Common Stock" in the Registration Statement on
Form SB-1  (Registration  No.  33-80795)  filed with the Securities and Exchange
Commission  by the  Registrant  on  December  22,  1995,  which  description  is
incorporated  herein by such  reference.  A description of the securities  being
registered  will be  included  in the  final  prospectus  to be  filed  with the
Commission  under Rule 424(b) under the caption  "Description  of Common Stock,"
and such  prospectus  shall be deemed to be  incorporated by reference into this
registration statement.

Item 2.  Exhibits

         Except as otherwise  noted,  the  following  exhibits are  incorporated
herein by  reference  to the  exhibits  of the same  number in the  Registration
Statement on Form SB-1 (Registration No. 33-80795) filed with the Securities and
Exchange Commission by the Registrant on December 22, 1995:

Exhibit

1.0  Registration  Statement on Form SB-1 (Registration No. 33-80795) filed with
     the  Securities and Exchange Commission by the Registrant on December 22,
     1995
2.1  Articles of Incorporation of Security Bank Holding Company
2.2  Bylaws of Security Bank Holding Company
3.0  Specimen Common Stock Certificate



                                          Signature

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                     SECURITY BANK HOLDING COMPANY

     Date July 10, 1996


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

70049214.2

<PAGE>





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