8-A12G

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

    MCB FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

California                                              68-0300300
 State of Incorporation                                  IRS Employer ID Number

1248 Fifth Avenue, San Rafael, California               94901
 Address of registrant's principal executive office      Zip Code

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

    None
(Title of Class)

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(g) of the Act:

    Common Stock, No Par Value
(Title of Class)

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

    The Registrant incorporates by reference herein the description of the
Registrant's Common Stock, no par value, appearing under the caption,
"Description of MCB Financial's Securities," in the Prospectus contained in the
Registrant's Registration Statement on Form S-4 (Registration No. 33-76832), as
filed with the Securities and Exchange Commission on May 12, 1994 under the
Securities Act of 1933, as amended.

Item 2.   Exhibits.

1.    Annual Report on Form 10-KSB for the fiscal year ended December 31, 1998
      (incorporated by reference, File No. 33-76832, filed March 29, 1999);

2.    Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999
      (incorporated by reference, File No. 33-76832, filed May 14, 1999);

3.    Current Report on Form 8-K dated January 19, 1999 (incorporated by
      reference, File No. 33-76832, filed January 25, 1999);

4.    Current Report on Form 8-K dated January 26, 1999 (incorporated by
      reference, File No. 33-76832, filed January 26, 1999);

5.    Proxy Statement dated April 26, 1999 (incorporated by reference, File No.
      33-76832, filed April 27, 1999);

6.    (a) Restated Articles of Incorporation (incorporated by reference to
      exhibit (3)(a) to the registrant's Quarterly Report on Form 10-QSB for its
      quarter ended September 30, 1998, File No. 33-76832, filed November 13,
      1998).

      (b) By-laws (incorporated by reference to the registrant's registration
      statement on Form S-4, File No. 33-76832, filed May 12, 1994).

      (c) Rights Agreement entered into between MCB Financial Corporation and
      U.S. Stock Transfer Corporation, dated as of January 19, 1999
      (incorporated by reference to Exhibit 4 to the Current Report on Form 8-K
      dated January 19, 1999, File No. 33-76832, filed January 25, 1999).

      (d) 1989 Stock Option Plan (incorporated by reference to the registrant's
      registration statement on Form S-4, File No. 33-76832, filed May 12,
      1994).

      (e) 1999 Stock Option Plan (incorporated by reference to Exhibit A to the
      registrant's Proxy Statement dated April 26, 1999, File No. 33-76832,
      filed April 27, 1999).

7.    A specimen certificate evidencing shares of Common Stock of MCB Financial
      Corporation.

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.

Date:   August 4, 1999                MCB Financial Corporation

                                      By:    /s/   Charles O. Hall
                                      Name:  Charles O. Hall
                                      Its President and Chief Executive Officer

EX-7

EXHIBIT 7

A specimen certificate evidencing shares of Common Stock of MCB Financial
Corporation.

COMMON STOCK                                    COMMON STOCK
NUMBER                                          SHARES

MCB FINANCIAL CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF CALIFORNIA

                                                SEE REVERSE FOR
                                                CERTAIN DEFINITIONS
                                                AND A STATEMENT AS
                                                TO THE RIGHTS,
                                                PREFERENCES,
                                                PRIVILEGES AND
                                                RESTRICTIONS ON
                                                SHARES

                                                CUSIP 55265N 10 3

THIS CERTIFIES THAT

IS THE RECORD HOLDER OF

FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, WITHOUT PAR VALUE, OF

MCB FINANCIAL CORPORATION

transferable on the books of the Corporation by the holder hereof in person or
by duly authorized attorney upon surrender of this Certificate properly
endorsed.  This Certificate is not valid until countersigned by the Transfer
Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.

Dated:

/s/ Nancy R. Boatright
Secretary

[MCB Financial Corporation Seal, January 20, 1993]

/s/ John Cavallucci
Chairman of the Board

Countersigned and Registered
   U.S. Stock Transfer Corporation
      Transfer Agent and Registrar

By

Authorized Signature

A statement of the rights, preferences, privileges and restrictions granted to
or imposed upon the respective classes or series of shares and upon the holders
thereof as established, from time to time, by the Articles of Incorporation of
the Corporation and by any certificate of determination, and the number of
shares constituting each class and series and the designations thereof, may be
obtained by the holder hereof upon written request and without charge from the
Secretary of the Corporation at its corporate headquarters.

The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
          common

UNIF GIFT MIN ACT - .......................Custodian.......................
                              (Cust)                    (Minor)
                             under Uniform Gifts to Minors
                             Act...........................................
                                             (State)
UNIF TRF MIN ACT -  ..................... Custodian (until age............)
                              (Cust)
                                ................... under Uniform Transfers
                                      (Minor)
                              to Minors Act................................
                                             (State)

Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED, _________________________ hereby sell, assign and transfer
unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
      IDENTIFYING NUMBER OF ASSIGNEE



(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
Shares of the common stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
___________________________________________________________________________

Attorney to transfer the said stock on the books of the within named Corporation
with full power of substitution in the premises.

Dated


                              X  ____________________________
                              X  ____________________________
                              NOTICE: SIGNATURE(S) TO THIS ASSIGNMENT
                              MUST CORRESPOND WITH THE NAME(S) AS
                              WRITTEN UPON THE FACE OF THE
                              CERTIFICATE IN EVERY PARTICULAR,
                              WITHOUT ALTERATION OR ENLARGEMENT
                              OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed

By  __________________________________
    THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
    GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS
    AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP
    IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM),
    PURSUANT TO S.E.C. RULE 17Ad-15.