Form 10-C
Securities and Exchange Commission
Washington, DC 20549
Report by issuer of securities quoted on The Nasdaq Stock Market, filed
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
and Rule 13a-17 or 15d-17 thereunder.
Exact name of issuer as specified in charter: MCB Financial Corporation.
Address of principal executive offices: 1248 Fifth Avenue
San Rafael, California 94901
Issuer's telephone number (including area code): (415) 459-2265
I. Change in Number of Shares Outstanding
Indicate any change (increase or decrease) of five percent or more in the
number of shares outstanding:
1. Title of security: MCB Financial Corporation common stock, no par value.
2. Number of shares outstanding before the change: 957,542
3. Number of shares outstanding after the change: 1,005,421
4. Effective date of change: August 16, 1997
5. Method of change: Stock dividend
Give brief description of transaction: A five percent stock dividend
was declared at the July meeting of the Board of Directors to
shareholders of record on August 1, 1997. Cash was paid in lieu of
any fractional shares. The dividend was payable to shareholders on
or about August 16, 1997.
Date: August 15, 1997 By:/s/ Patrick E. Phelan
Chief Financial Officer
(Principal Accounting Officer)
