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 he 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:

Preferred Stock Purchase Rights
(Title of Class)

Item 1.    Description of Registrant's Securities to be Registered
On December 17, 1998, the Board of Directors of MCB Financial Corporation (the 
"Company") declared a dividend of one preferred share purchase right (a "Right")
for each outstanding share of common stock, no par value (the "Common Shares"), 
of the Company.  The dividend is payable on February 8, 1999 (the "Record Date")
to the shareholders of record on that date.  Each Right entitles the registered 
holder to purchase from the Company one one-hundredth of a share of Series A 
Junior Participating Preferred Stock, no par value (the "Preferred Shares"), of 
the Company at a price of $37.00 per one one-hundredth of a Preferred Share (the
"Purchase Price"), subject to adjustment.  The description and terms of the 
Rights are set forth in a Rights Agreement dated as of January 19, 1999 (the 
"Rights Agreement") between the Company and U. S. Stock Transfer Corporation, as
Rights Agent (the "Rights Agent").

Initially, the Rights will be attached to all certificates representing 
Common Shares then outstanding, regardless of whether any such certificate has a
copy of this Summary of Rights attached thereto, and no separate Right 
Certificates will be distributed.  The Rights will separate from the Common 
Shares and a Distribution Date will occur upon the earlier of (i) 10 days 
following a public announcement that a person or group of affiliated or 
associated persons have acquired beneficial ownership of 10% or more of the 
outstanding Common Shares (an ''Acquiring Person''); provided, however, a person
or group holding 10% or more of the outstanding shares as of January 19, 1999 
will become a "Grandfathered Person" and such Grandfathered Person will be 
treated as an Acquiring Person upon public announcement or knowledge by the 
Company's Board of Directors that such Grandfathered Person has acquired 
beneficial ownership of an additional 1% of the outstanding Common Shares; or 
(ii) 10 business days (or such later date as may be determined by action of the 
Board of Directors prior to such time as any Person becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a tender
offer or exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 10% or more of such outstanding Common Shares 
(unless the Company's Board of Directors has approved the offer).

The Rights Agreement provides that, until the Distribution Date, the Rights will
be transferred with and only with the Common Shares.  Until the Distribution 
Date (or earlier redemption or expiration of the Rights), new Common Share 
certificates issued after the Record Date, upon transfer or new issuance of 
Common Shares, will contain a notation incorporating the Rights Agreement by 
reference.  Until the Distribution Date (or earlier redemption or expiration of 
the Rights), the surrender for transfer of any certificates for Common Shares 
outstanding as of the Record Date, even without such notation or a copy of this 
Summary of Rights being attached thereto, will also constitute the transfer of 
the Rights associated with the Common Shares represented by such certificate.  
As soon as practicable following the Distribution Date, separate certificates 
evidencing the Rights ("Right Certificates") will be mailed to holders of record
of the Common Shares as of the close of business on the Distribution Date and 
such separate Right Certificates alone will evidence the Rights.

The Rights are not exercisable until the Distribution Date.  The Rights will 
expire on January 30, 2009 (the "Final Expiration Date''), unless the Rights are
earlier redeemed or exchanged by the Company, in each case as described below.

The Purchase Price payable, and the number of Preferred Shares or other 
securities or property issuable, upon exercise of the Rights are subject to 
adjustment from time to time to prevent dilution (i) in the event of a stock 
dividend on, or a subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares at a price, or 
securities convertible into Preferred Shares with a conversion price, less than 
the then current market price of the Preferred Shares or (iii) upon the 
distribution to holders of the Preferred Shares of evidences of indebtedness or 
assets (excluding regular periodic cash dividends paid out of earnings or 
retained earnings or dividends payable in Preferred Shares) or of subscription 
rights or warrants (other than those referred to above).

The number of outstanding Rights and the number of one one-hundredths of a 
Preferred Share issuable upon exercise of each Right are also subject to 
adjustment in the event of a stock split of the Common Shares or a stock 
dividend on the Common Shares payable in Common Shares or a subdivision, 
consolidation or combination of the Common Shares occurring, in any such case, 
prior to the Distribution Date.

Preferred Shares purchasable upon exercise of the Rights will not be redeemable.
Each Preferred Share will be entitled to a minimum preferential dividend payment
of 100 times the dividend declared per Common Share.  In the event of 
liquidation, the holders of the Preferred Shares will be entitled to a minimum 
preferential liquidation payment of $100.00 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share.  Each 
Preferred Share will have 100 votes, voting together with the Common Shares.  
Finally, in the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to receive 
100 times the amount received per Common Share.  These rights are protected by 
customary antidilution provisions.

Because of the nature of the Preferred Shares' dividend, liquidation and voting 
rights, the value of the one one-hundredth interest in a Preferred Share 
purchasable upon exercise of each Right should approximate the value of one 
Common Share.

In the event that (i) any person or group of affiliated or associated persons 
becomes an Acquiring Person, or (ii) during such time as there is an Acquiring 
Person, there shall be a reclassification of securities or a recapitalization or
reorganization of the Company or other transaction or series of transactions 
involving the Company which has the effect of increasing by more than 1% the 
proportionate share of the outstanding shares of any class of equity securities 
of the Company or any of its subsidiaries beneficially owned by the Acquiring 
Person (each a "flip-in" event), proper provision shall be made so that each 
holder of a Right, other than Rights beneficially owned by the Acquiring Person 
(which will thereafter be void), will thereafter have the right to receive upon 
exercise that number of Common Shares (or, in the event that there are 
insufficient authorized Common Shares, substitute consideration such as cash, 
property, or other securities of the Company, such as Preferred Stock) having a 
market value of two times the exercise price of the Right.  In the event that 
the Company is acquired in a merger or other business combination transaction or
50% or more of its consolidated assets or earning power are sold (a "flip-over 
event"), proper provision will be made so that each holder of a Right will 
thereafter have the right to receive, upon the exercise thereof at the then 
current exercise price of the Right, that number of shares of common stock of 
the acquiring company which at the time of such transaction will have a market 
value of two times the exercise price of the Right.  

At any time after the acquisition by a person or group of affiliated or 
associated persons of beneficial ownership of 10% or more of the outstanding 
Common Shares and prior to the acquisition by such person or group of 50% or 
more of the outstanding Common Shares, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by such person or group which have 
become void), in whole or in part, at an exchange ratio of one Common Share, or 
one one-hundredth of a Preferred Share (or of a share of a class or series of 
the Company's preferred stock having equivalent rights, preferences and 
privileges), per Right (subject to adjustment).

With certain exceptions, no adjustment in the Purchase Price will be required 
until cumulative adjustments require an adjustment of at least 1% in such 
Purchase Price.  No fractional Preferred Shares will be issued (other than 
fractions which are integral multiples of one one-hundredth of a Preferred 
Share, which may, at the election of the Company, be evidenced by depository 
receipts) and in lieu thereof, an adjustment in cash will be made based on the 
market price of the Preferred Shares on the last trading day prior to the date 
of exercise.

At any time before a person becomes an Acquiring Person, the Board of Directors 
of the Company may redeem the Rights in whole, but not in part, at a price of 
$0.001 per Right (the "Redemption Price").  After the redemption period has 
expired, the Company's rights of redemption may be reinstated if, prior to 
completion of certain recapitalizations, mergers or other business combinations,
an Acquiring Person reduces its beneficial ownership to less than 10% of the 
outstanding Common Shares in a transaction or series of transactions not 
involving the Company.  The redemption of the rights may be made effective at 
such time, on such basis and with such conditions as the Board of Directors in 
its sole discretion may establish.  Immediately upon any redemption of the 
Rights, the right to exercise the Rights will terminate and the only right of 
the holders of Rights will be to receive the Redemption Price.

The terms of the Rights may be amended by the Board of Directors of the Company 
without the consent of the holders of the Rights, including an amendment to 
lower certain thresholds described above to not less than the greater of (i) any
percentage greater than the largest percentage of the outstanding Common Shares 
then known to the Company to be beneficially owned by any person or group of 
affiliated or associated persons (unless such person or group is excluded from 
the effect of such reduction) and (ii) 10%, except that from and after such time
as any person becomes an Acquiring Person no such amendment may adversely affect
the interests of the holders of the Rights.

Until a Right is exercised, the holder of a Right will not, by reason of being 
such a holder, have rights as a shareholder of the Company, including, without 
limitation, the right to vote or to receive dividends.

A copy of the Rights Agreement is being filed with the Securities and Exchange 
Commission as an Exhibit to this Registration Statement on Form 8-A.  A copy of 
the Rights Agreement is available free of charge from the Company.  This summary
description of the Rights does not purport to be complete and is qualified in 
its entirety by reference to the Rights Agreement, which is hereby incorporated 
herein by reference.

Item 2.    Exhibits.


4.    Rights Agreement between MCB Financial Corporation and U. S. Stock 
Transfer Corporation dated as of January 19, 1999, including Form of Right 
Certificate attached thereto as Exhibit B.

99.    Press release issued by the Company on January 25, 1999.


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:   January 25, 1998

MCB Financial Corporation


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


Exhibit Index

No.    Description

4.     Rights Agreement between MCB Financial Corporation and U. S. Stock 
Transfer Corporation dated as of January 19, 1999, including Form of Right 
Certificate attached thereto as Exhibit B.

99.    Press release issued by the Company on January 25, 1999.