EXHIBIT 99.1

                                     CONSENT

        The undersigned hereby consents to being named as a prospective 
director of PBOC Holdings, Inc. in the Registration Statement on Form S-1 
filed by PBOC Holdings, Inc. with the Securities and Exchange Commission, to 
which Registration Statement this Consent is an Exhibit, and in any 
amendments (including post-effective amendments) thereto.


/s/ Robert M. MacDonald
- --------------------------------
Robert M. MacDonald

Dated:   March 20, 1998