EXHIBIT 13

MCB FINANCIAL CORPORATION
1997 ANNUAL REPORT


Corporate Profile
MCB Financial Corporation, headquartered in San Rafael, California, is the
holding company of Metro Commerce Bank, N.A. ("Metro").  Metro is a full service
commercial bank specializing in the delivery of financial services to the local
business communities it serves.   Through its five branch offices located in San
Rafael, South San Francisco, Hayward, Upland and San Francisco, Metro offers a
broad range of deposit and loan products designed for small businesses.  The
mission of Metro is to achieve superior financial performance for our
shareholders by ranking among the top 10% of all banks within California as
measured by return on equity and return on assets.  This objective will be
accomplished by talented banking professionals working with a firm commitment to
community based lending, management of credit risk, and the delivery of a unique
service experience.   Shares of MCB Financial Corporation are traded over-the-
counter under the ticker symbol of MCBF.

Table of Contents

Financial Highlights

Letter to Shareholders

Management's Discussion and Analysis

Market Price of MCB Financial Corporation

Consolidated Financial Statements

Notes to the Consolidated Financial Statements

Report of Independent Auditors


SELECTED FINANCIAL DATA FOR MCB FINANCIAL CORPORATION
(Dollar amounts in thousands, except per share amounts)

Years ended December 31,
                                       1997    1996     1995     1994    1993

Interest income                      $11,500  $10,385   $8,716   $5,525   $4,041
Interest expense                       4,253    4,018    3,841    1,806    1,526
   Net interest income                 7,247    6,367    4,875    3,719    2,515
Provision for possible credit losses     120      220      100      100      125
Other income                             839    2,768    1,344    3,070    4,522
Other expense                          5,673    5,565    8,552    5,837    5,440
Income (loss) before income taxes      2,293    3,350   (2,433)     852    1,472
Provision for income taxes               943    1,379     (935)     326      238
Net income (loss)                     $1,350   $1,971  ($1,498)    $526   $1,234
Net income (loss) per share-diluted    $1.28    $1.98   ($1.51)   $0.54    $1.32

Period End
Total assets                        $139,877 $131,504 $122,316  $90,443  $64,247
Total loans                           87,179   80,122   58,612   46,622   24,440
Total deposits                       126,132  119,858  110,263   76,043   55,052
Other borrowings                         750      447      213    4,521      763
Shareholders' equity                  11,967   10,185    8,271    9,197    8,076
Book value per share                  $11.65   $10.29    $8.35    $9.17    $9.11

Financial Ratios
For period:
   Return on assets                    0.97%    1.56%   (1.37%)    0.70%   1.96%
   Return on equity                   12.22%   20.97%  (17.04%)    5.99%  16.31%
At period end:
   Equity to assets                    8.56%    7.75%    6.76%    10.17%  12.57%



LETTER TO SHAREHOLDERS


To Our Shareholders

1997 was another very good year for MCB Financial Corporation and our
shareholders, with record core earnings, record core revenues and a 56% gain in
our share price.

Financial Performance  The Company reported net income of $1,350,000, up 23%
from 1996 net income before litigation expense recoveries.  Net income for 1996
was $1,971,000, which included a pre-tax recovery of approximately $1.8 million
in litigation expenses.  Earnings per share were $1.34 basic and $1.28 diluted
in 1997, compared to $1.99 basic and $1.98 diluted in 1996.  Excluding the
litigation expense recovery, net income for 1996 would have been approximately
$1,099,000.  Earnings per share would have been $1.11 basic and $1.10 diluted.

Excluding the litigation expense recovery in 1996, return on equity improved to
12.22% in 1997 compared to 11.69% in 1996.  Return on assets also improved,
reaching 0.97% in 1997 compared to 0.87% in 1996.

The capital position continued to improve as the equity to assets ratio averaged
7.96% in 1997 compared to 7.44% in 1996.  The Company continues to exceed all
minimum required ratios for well capitalized  institutions.

The market for the Company's stock continued to develop as trading volume
increased throughout the year.  The shares opened 1997 at $10.24 (adjusted for
stock dividends) and closed the year at $16.00, representing an increase of 56%
in market value.  As a result of the continued growth of the Company and the
confidence of the board of directors in the Company's future , a 5% stock
dividend was paid in August 1997 and a 4-for-3 stock split was declared in
January 1998.  It was the second stock dividend paid by the Company in as many
years and the Company's first stock split.

The Company continued to benefit from its strategy of de-emphasizing asset
growth in favor of improving existing profit margins.  Although asset growth was
limited to 6.4%, the average loan to deposit ratio increased to 65.2% and the
average noninterest-bearing deposit to total deposit ratio increased to 21.5%
during1997.  These ratios were 62.4% and 19.7%, respectively, during 1996.  As
these ratios increase, the Company's capital position is utilized more
efficiently and the net interest margin is favorably impacted.  Accordingly, the
Company's net interest margin increased to 5.68% for the year ended 1997
compared to 5.52% in 1996.

The Company also strives to utilize its capital more efficiently by keeping its
efficiency ratio (other expenses ses divided by net interest income plus other
income) as low as possible.  This ratio decreased from 99.7% in 1995 and 76.1%
in 1996 (excluding litigation expense recoveries) to 70.2% in 1997.

Branch Expansion  The Company remains focused in evaluating expansion
opportunities through branch openings and/or acquisitions.  In January 1998, the
Company opened a San Francisco branch.  The San Francisco office becomes the
fourth branch opened by the Company in the past four years.  The branch provides
a presence in San Francisco while also solidifying the markets in areas adjacent
to San Francisco.  We are hopeful that our continued efforts will produce other
expansion opportunities in the near future.

Leadership  The Company's success relates to the board of director's and
management's motivation to think and act as shareholders.  The board of
directors and management own a large percentage of the Company's common stock.
As a result, every management decision considers the impact on shareholders.  We
are ever mindful of the need to offer products and services that are additive to
earnings and shareholder value.

Adopting Change  In banking, nothing is consistent except change.  Emerging
trends, advancing technologies, changes in regulatory law - all require a
resilience and willingness to adapt and evolve.  In 1997, the Company converted
its information systems to a new state-of-the-art configuration.  This
significant investment in technology will help us better serve our customers and
increase the return on our shareholders' investment in 1998 and beyond.

Continued Optimism  Management continues to be optimistic for the near and
intermediate term regarding continued earnings improvement.  We appreciate the
loyalty and support of the shareholders, directors and employees of MCB
Financial Corporation and look forward to your continued encouragement as we
work to build even greater value.

Sincerely,



John Cavallucci                           Charles O. Hall
Chairman, President &                     President & Chief Operating Officer
Chief Executive Officer                   Metro Commerce Bank, N.A.
MCB Financial Corporation



MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion presents information pertaining to the financial
condition and results of operations of MCB Financial Corporation that may not
otherwise be apparent from the financial statements and related notes.  This
discussion should be read in conjunction with the financial statements and notes
found on pages 16 through 27 as well as other information presented throughout
this report.  Within this discussion, MCB Financial Corporation shall be
referred to as "MCBF" and Metro Commerce Bank, N.A. shall be referred to as
"Metro."  Average balances, including balances used in calculating certain
financial ratios, are generally comprised of average daily balances.

This document may contain forward-looking statements that are subject to risks
and uncertainties that could cause actual results to differ materially from
those indicated.  For a discussion of factors that could cause actual results to
differ, please see the discussion contained herein and in the Company's publicly
available Securities and Exchange Commission filings and press releases.


OVERVIEW
Earnings Summary.  MCBF reported net income of $1,350,000, or $1.34 per share
basic and $1.28 per share diluted, for 1997 compared to net income of
$1,971,000, or $1.99 per share basic and $1.98 per share diluted, in 1996 and a
net operating loss of $1,498,000, or $1.51 per share basic and diluted, in 1995.
The results for 1996 reflected a recovery of approximately $1.8 million (pre-
tax) in litigation expenses originally recorded in the prior year.  The net
operating loss in 1995 was attributable to the creation of a $2.8 million
litigation contingency reserve during the second quarter of that year.
     Return on average assets for 1997 was 0.97% compared to 1.56% in 1996 and
(1.37%) in 1995. Return on average equity for 1997 was 12.22% compared to 20.97%
in 1996 and (17.04%) in 1995.

FINANCIAL CONDITION
Summary. Assets increased by 6.4% during 1997 versus 7.5% and 35.2% in 1996 and
1995, respectively.
Asset growth slowed during 1997 as management continued to implement a strategy
of de-emphasizing growth in order to improve profit margins on existing market
share.

Loans.  Loans held for investment increased by $7.1 million, or 8.8% in 1997, as
compared to an increase of $21.5 million, or 36.7%, during 1996.  Commercial
real estate loans represented a majority of the 1996 increase as Metro
lengthened the duration of its loan portfolio and increased commercial real
estate loans through the offering of a competitively priced fixed rate,
intermediate-term loan product.
     In the normal practice of extending credit, Metro accepts real estate
collateral on loans that have primary sources of repayment from commercial
operations.  Loans secured by real estate totaled $71.3 million, or 81.8% of all
loans, at December 31, 1997 versus $66.2 million, or 82.7% of all loans, a year
earlier.  Due to Metro's limited marketing area, its real estate collateral is
primarily concentrated in the San Francisco Bay Area and Southern California.
Management believes that its prudent underwriting standards for real estate
secured lending provide an adequate safeguard against changing real estate
prices.
     Metro focuses its portfolio lending on commercial, commercial real estate,
and construction loans.  These loans generally carry a higher level of risk than
conventional real estate loans, and accordingly, yields on these loans are
typically higher than those on other loans.  The performance of commercial and
construction loans is generally dependent upon future cash flows from business
operations (including the sale of products, merchandise and services) and the
successful completion or operation of large real estate projects.  Risks
attributable to such loans can be significantly increased, often to a greater
extent than on other loans, by regional economic factors, real estate prices,
the demand for commercial and retail office space, and the demand for products
and services of industries which are concentrated within Metro's loan portfolio.
As of December 31, 1997, the two largest industry concentrations within the loan
portfolio were real estate and related services at 26.5% and the
business/personal service industry at 20.1% of the portfolio.  Because credit
concentrations increase portfolio risk, Metro places significant emphasis on the
purpose of each loan and the related sources of repayment.

Mortgage Banking.  No mortgage loans sold pending settlement existed at December
31, 1997 versus $648,000 at December 31, 1996.  Due to production changes in the
mortgage industry and the unfavorable prospects for future improvement, the
Company decided to wind down its wholesale Mortgage Banking operations at the
end of 1996.  The mortgage industry continues to shift away from the use of
wholesalers in favor of direct lending.  In addition, competitive pressures
continue to reduce the gross margins earned by wholesalers.

Nonperforming Assets.   Metro carefully monitors the quality of its loan
portfolio and the factors that effect it including regional economic conditions,
employment stability, and real estate values.  The accrual of interest on loans
is discontinued when the payment of principal or interest is considered to be in
doubt, or when a loan becomes contractually past due by 90 days or more with
respect to principal or interest, except for loans that are well secured and in
the process of collection.  At December 31, 1997, nonperforming assets totaled
$109,000, or 0.08% of total assets, versus $79,000, or 0.06% at December 31,
1996.

Allowance for Possible Credit Losses.  The Company maintains an allowance for
possible credit losses (the "APCL") which is reduced by credit losses and
increased by credit recoveries and provisions to the APCL charged against
operations.  Provisions to the APCL and the total of the APCL are based, among
other factors, upon Metro's credit loss experience, the performance of loans
within the portfolio, evaluation of loan collateral value, and the prospects or
worth of respective borrowers and guarantors.
     In determining the adequacy of its APCL, Metro segments its loan portfolio
into pools of homogeneous loans that share similar risk factors.  Each pool is
given a risk assessment factor that largely reflects the expected future losses
from each category.  These risk assessment factors change as economic conditions
shift and actual loan losses are recorded.  The APCL totaled $1,007,000, or
1.14% of total loans, as of December 31, 1997 versus $944,000 or 1.16% of total
loans, a year earlier.  In both periods, the APCL was determined to be an
adequate allowance against foreseeable future losses.  Note 3 to the
consolidated financial statements provides a summary of the activity in the APCL
for the three years ended December 31, 1997.  The increase in net credit losses
during 1995 resulted from the charge-off of substandard loans acquired by Metro
through its acquisition of the Bank of Hayward ("Hayward").  These loans were
reflected in the $400,000 APCL acquired from Hayward.

Investments. Total investment securities increased by $476,000 or 1.4% in 1997,
as compared to a decrease of $4.2 million, or 10.6% in 1996.  Metro continues to
invest in callable government agency debentures.  These securities offer above
market yields, but do not offer the same investment performance as non-callable
bonds.  Market prices for callable bonds decrease when interest rates rise;
however, they remain relatively unchanged when interest rates fall due to the
increased probability of the call option being exercised.  If these securities
are called Metro may not be able to reinvest the proceeds to obtain the same
investment yield.



Deposits.  Total deposits increased by $6.3 million, or 5.2%, during 1997 as
compared to an increase of $9.6 million, or 8.7%, during 1996.  During 1996,
management made a decision to slow Metro's rate of growth in order to
concentrate on improving profit margins.  This policy included repositioning the
Company's deposit rates in the marketplace so as to limit non-relationship
deposit growth.  This policy continued during 1997 resulting in lower interest
rates paid on deposits in 1997 compared to 1996.  Average noninterest-bearing
demand deposits increased 19.5% during 1997 contributing to the decrease in the
cost of funds to 3.36% from 3.48% during 1996.  The following table summarizes
the distribution of average deposits and the average rates paid for the periods
indicated (dollar amounts in thousands):

For the Years Ended December 31,
                              1997                1996                1995
                       Average   Average   Average   Average   Average   Average
                       Balance     Rate    Balance     Rate    Balance     Rate
Noninterest-bearing
 transaction deposits  $27,019             $22,607             $16,691

Interest-bearing transaction deposits
 (includes money market
   deposit accounts)    78,521     4.10%    70,533     4.11%    55,927     4.46%
Savings deposits         1,928     1.93%     2,363     1.95%     2,430     2.22%
Time deposits,
 $100,000 and over      10,214     5.42%     9,023     5.50%     8,541     5.78%
Other time deposits      8,080     5.13%    10,009     5.40%    13,357     5.50%
    Total interest-
     bearing            98,743     4.28%    91,928     4.34%    80,255     4.70%

Total deposits        $125,762     3.36%  $114,535     3.48%   $96,946     3.89%



RESULTS OF OPERATIONS
Net Interest Income/Net Interest Margin.  Net interest income increased by
$880,000, or 13.8%, during 1997 to reach $7.2 million.  This compares to net
interest income of $6.4 million in 1996 and $4.9 million in 1995.  As in prior
years, the increase in net interest income during 1997 was due to growth in
earning assets as well as improvement in the net interest margin.

     The following table sets forth average assets, liabilities, and
shareholders' equity; the amount of interest income or interest expense; the
average yield or rate for each category of interest-bearing assets and interest-
bearing liabilities; and the net interest margin for the periods indicated
(dollar amounts in thousands):

<TABLE>
<CAPTION>
For the Years Ended December 31,
                                      1997                    1996                    1995
                            Average                 Average                 Average
                            Balance Interest Rate   Balance Interest Rate   Balance Interest Rate
ASSETS
<S>                        <C>      <C>     <C>    <C>      <C>     <C>    <C>      <C>    <C>
Federal funds sold           $6,613    356   5.38%   $4,465   $233   5.22%   $7,750   $450  5.81%
Interest-bearing
  deposits with banks           348     21   6.03%      656     41   6.25%      934     61  6.53%
Investment securities        38,797  2,485   6.41%   38,736  2,375   6.18%   34,523  1,992  5.83%
Mortgage loans                   66      5   7.58%    1,433    117   8.16%    2,353    180  7.65%
Loans                        81,923  8,633  10.54%   70,082  7,619  10.87%   53,346  6,033 11.31%
Total earning assets        127,747 11,500   9.00%  115,372 10,385   9.02%   98,906  8,716  8.83%
Total non-earnings assets    10,928                  11,014           10,087
Total Assets               $138,675                $126,386                $108,993

LIABILITIES & SHAREHOLDERS' EQUITY
Demand deposits             $27,019                 $22,607                 $16,691
Interest-bearing
  transaction accounts       78,521  3,219   4.10%   70,533  2,902   4.11%   55,927  2,492  4.46%
Time deposits,
  $100,000 or more           10,214    554   5.42%    9,023    496   5.50%    8,541    493  5.77%
Savings and other time       10,009    452   4.52%   12,372    587   4.74%   15,787    789  5.00%
  Total interest-
    bearing deposits         98,744  4,225   4.28%   91,928  3,985   4.33%   80,255  3,774  4.70%
Other borrowings                591     28   4.74%      729     33   4.53%    1,163     67  5.76%
  Total interest-
    bearing liabilities      99,335  4,253   4.28%   92,657  4,018   4.34%   81,418  3,841  4.72%
Other liabilities             1,278                   1,723                   2,094
Shareholder's equity         11,043                   9,399                   8,790
Total Liabilities
  and shareholders equity  $138,675                $126,386                $108,993

Net interest income                 $7,247                  $6,367                  $4,875

Net interest margin                          5.68%                   5.52%                  4.95%
</TABLE>

     Metro's net interest margin (net interest income divided by average earning
assets) increased to 5.68% during 1997.  This compared to 5.52% in 1996 and
4.95% in 1995.  The improvements in 1997 and 1996 were due to higher investment
yields, increased loan volume and lower deposit costs.

     The following table presents the dollar amount of changes in interest
earned and interest paid for each major category of interest-earning asset and
interest-bearing liability and the amount of change attributable to average
balances (volume) fluctuations and average rate fluctuations.  The variance
attributable to both balance and rate fluctuations is allocated to a combined
rate/volume variance (dollar amounts in thousands):

                          1997 Compared to 1996       1996 Compared to 1995
                        Increase (decrease) due to  Increase (decrease) due to
                                       Rate/                       Rate/
                        Volume  Rate  Volume  Total Volume  Rate  Volume  Total
Interest Income:
  Federal funds sold      $112     $7     $4   $123  ($191)  ($46)   $20  ($217)
  Interest-bearing
   deposits with banks     (20)    (1)     1    (20)   (18)    (3)    $1    (20)
  Investment securities      4    106      0    110    246    121    $16    383
  Mortgage loans held
   for sale               (112)    (8)     8   (112)   (70)    12     (5)   (63)
  Loans                  1,284   (231)   (39) 1,014  1,893   (235)   (72) 1,586
Total Interest Income    1,268   (127)   (26) 1,115  1,860   (151)   (40) 1,669

Interest Expense:
  Interest-bearing
  transaction accounts     325     (7)    (1)   317    651   (196)   (45)   410
  Time deposits,
    $100,000 or more        66     (7)    (1)    58     28    (23)    (2)     3
  Savings and other time  (113)   (27)     5   (135)  (171)   (41)    10   (202)
  Other borrowings          (6)     2     (1)    (5)   (25)   (14)     5    (34)
Total Interest Expense     272    (39)     2    235    483   (274)   (32)   177

Net Interest Income       $996   ($88)  ($28)  $880 $1,377   $123    ($8)$1,492



Provision for Possible Credit Losses.  MCBF provided $120,000 to the APCL during
1997 compared to $220,000 in 1996 and $100,000 in 1995.  The provisions during
those periods were recorded primarily due to growth in the loan portfolio.  Net
credit losses were $57,000 in 1997, $28,000 in 1996 and $254,000 in 1995.  The
net credit losses in 1995 resulted from the write-off of substandard loans
acquired from the Bank of Hayward.  These losses were reflected in the APCL
originally acquired from the Bank of Hayward.


Noninterest Income.  The following table summarizes noninterest income for the
years 1997, 1996 and 1995 and expresses these amounts as a percentage of average
assets (dollar amounts in thousands):

Years Ended December 31,                           1997      1996      1995
Components of Noninterest Income
Gain on sale of mortgage loans                      $13      $351      $465
Gain on sale of SBA loans                           133        47        66
Service fees on deposit accounts                    494       390       252
Loan servicing fees                                  34        21
Recovery of litigation expenses                             1,825       452
Other income                                        165       135       109
    Total                                          $839    $2,769$   $1,344

As a Percentage of Average Assets
Gain on sale of mortgage loans                     0.01%     0.28%     0.43%
Gain on sale of SBA loans                          0.10%     0.04%     0.06%
Service fees on deposit accounts                   0.36%     0.31%     0.23%
Loan servicing fees                                0.02%     0.02%
Recovery of litigation expenses                              1.44%     0.41%
Other income                                       0.12%     0.11%     0.10%
    Total                                          0.61%     2.20%     1.23%

During the first quarter of 1996, MCBF recovered approximately $1.8 million in
litigation expenses in conjunction with the complete settlement and release of
its outstanding litigation.  In addition, MCBF reached a settlement with its
insurance carriers during 1995 on an unrelated matter and received a recovery of
prior litigation expenses in the amount of $452,000.  Gains from the sale of
mortgage loans decreased in 1997 due to MCBF's decision to wind down its
wholesale Mortgage Banking operations (see discussion of Mortgage Banking).


Noninterest Expenses.  The following table summarizes noninterest expenses and
the associated ratios to average assets for the years 1997, 1996 and 1995
(dollar amounts in thousands):

Years Ended December 31,
Components of Noninterest Expense                  1997      1996      1995
Salaries and employee benefits                   $3,011    $3,120    $3,010
Occupancy expense                                   774       724       723
Furniture and equipment expense                     322       388       343
Professional services                               365       202       463
Supplies                                            212       236       247
Promotional                                         202       233       277
Data processing                                     354       276       230
Regulatory assessments                               61        46       131
Provision for legal settlement                                        2,800
Other                                               372       340       328
    Total                                        $5,673    $5,565    $8,552
Average full-time equivalent staff                   49        50        49

As a Percentage of Average Assets
Salaries and employee benefits                    2.17%     2.47%     2.76%
Occupancy expense                                 0.56%     0.57%     0.66%
Furniture and equipment expense                   0.23%     0.31%     0.31%
Professional services                             0.26%     0.16%     0.42%
Supplies                                          0.15%     0.19%     0.23%
Promotional                                       0.15%     0.18%     0.25%
Data processing                                   0.26%     0.22%     0.21%
Regulatory assessments                            0.04%     0.04%     0.12%
Provision for legal settlement                                        2.57%
Other                                             0.27%     0.27%     0.30%
    Total                                         4.09%     4.40%     7.85%

The increase in noninterest expense during 1995 was attributable to the creation
of a $2.8 million litigation settlement reserve during the second quarter.  The
reserve was established after a Marin County Jury awarded, in favor of a
Southern California bank, a judgment of $795,000 against Metro and its Chief
Executive Officer.  The reserve included estimates for the award of attorney's
fees against Metro.  This litigation was completely settled during the first
quarter of 1996 and resulted in a recovery of approximately $1.8 million from
the reserve.
     In 1997, data processing fees included charges incurred in connection with
making Metro's computer systems year 2000 compliant. The Year 2000 Issue is a
computer programming situation that may affect many electronic data processing
systems.  In order to minimize the length of data fields, most computer programs
eliminated the first two digits in the year date field.  This problem could
affect date sensitive calculations that would treat "00" as the year 1900,
rather than 2000.  Secondly, years that end in "00" are not leap years, except
when it is a millenium year.  This anomaly could result in miscalculations in
the processing of critical date-sensitive information after December 31, 1999.
     The Company has prepared a project plan, identified all the major
Application systems that are not Year 2000 compliant, and sought external and
internal resources to replace, or develop and test the software.  The Company
plans to complete the Year 2000 project well in advance of December 31, 1999.
The total remaining cost of the Year 2000 project is not expected to have a
material effect on the results of operations.  As with all financial
institutions, there is a high degree of reliance being placed on the systems of
other financial institutions to properly settle transactions.  Their inability
to process transactions properly could have a significant adverse impact on the
Company.
     The cost of the project and the date on which the Company plans to complete
the Year 2000 modifications are based on management's best estimates, which were
derived utilizing a number of assumptions of future events including the
continued availability of internal and external resources, third party
modifications and other factors.  However, there can be no guarantee that these
estimates will be achieved and actual results could differ.

Income Taxes.  MCBF's effective tax rate was 41.1% in 1997 compared to 41.2% in
1996 and a tax benefit of 38.4% in 1995.  Note 6 to the consolidated financial
statements provides a reconciliation of the statutory tax rates to the effective
tax rate for each period.

Liquidity and Asset/Liability Management.  Liquidity is Metro's ability to
absorb fluctuations in deposits while simultaneously providing for the credit
needs of its borrowers.  The objective in liquidity management is to balance the
sources and uses of funds.  Primary sources of liquidity include payments of
principal and interest on loans and investments,  proceeds from the sale or
maturity of loans and investments, growth in deposits, and increases in other
borrowings.  Metro holds overnight federal funds as a cushion for temporary
liquidity needs.  During 1997, federal funds sold averaged $6.6 million, or 4.8%
of total assets.  In addition to its federal funds, Metro maintains various
lines of credit with correspondent banks, the Federal Reserve Bank, and the
Federal Home Loan Bank.
     As of December 31, 1997, Metro had cash, time deposits with banks, federal
funds sold, and unpledged investment securities of approximately $43.4 million,
or 31.0% of total assets.  This represented the total amount of liquid assets
available for sale and/or available to secure Metro's lines of credit.
     Several methods are used to measure liquidity.  One method is to measure
the balance between loans and deposits (gross loans divided by total deposits).
In general, the closer this ratio is to 100%, the more reliant an institution
becomes on its illiquid loan portfolio to absorb temporary fluctuations in
deposit levels.  As of December 31, 1997, the loan-to-deposit ratio was 69.9%
compared to 67.6% a year earlier.
     Another frequently used method is the relationship between short-term
liquid assets (federal funds sold and investments maturing within one year) and
short-term liabilities (total deposits and other borrowings) as measured by the
liquidity ratio.  As of December 31, 1997, this ratio was 6.3% as compared 5.1%
a year earlier.
     As of December 31, 1997, the Company had no material commitments that were
expected to adversely impact liquidity.

Capital Resources.  The principal source of capital for MCBF is and will
continue to be the retention of operating profits.  Total shareholders' equity
was $12.0 million as of December 31, 1997 compared to $10.2 million a year
earlier.
     Regulatory authorities have established minimum capital adequacy
guidelines requiring that qualifying capital be 8% of risk-based assets, of
which at least 4% must be tier 1 capital (primarily shareholders' equity).  As
of December 31, 1997, MCBF's qualifying capital was 12.4%, of which the tier 1
capital ratio was 11.5%.  In addition, MCBF, under the guidelines established
for adequately capitalized institutions, must also maintain a minimum leverage
ratio (tier 1 capital divided by total assets) of 4%.  As of December 31, 1997,
MCBF's leverage ratio was 8.1%.


Market Price of MCB Financial Corporation.  MCBF is aware of two securities
dealers, Black & Co. in Portland, OR and Monroe Securities in Rochester, NY
which make a market in its common stock.  Threre were approximately 436
shareholders as of December 31, 1997.  The following high and low bid prices
reflect actual transactions which may not include retail markups, markdowns, or
commissions.  Prices are adjusted to reflect stock dividends.

1995                 1996                 1997
                   High       Low       High       Low       High        Low
First quarter     $8.73     $7.93      $8.06     $6.81     $12.14     $10.24
Second quarter     8.16      8.16       8.06      7.26      12.14      11.19
Third quarter      8.16      8.16       8.17      7.71      14.50      11.79
Fourth quarter     8.16      6.80      10.90      7.71      16.88      14.38



CONSOLIDATED BALANCE SHEETS
December 31, 1997 and 1996
Dollar amounts in thousands                                 1997           1996

Assets
Cash and due from banks                                    6,557          9,609
Federal funds sold                                         4,900            770
   Total cash and cash equivalents                        11,345         10,379
Interest-bearing deposits with banks                         286            384
Investment securities available for sale at fair value    10,314          9,340
Investment securities held to maturity; fair values
   of $25,197 in 1997 and $25,534 in 1996                 25,242         25,740
Mortgage loans sold spending settlement                                     648
Loans held for investment
 (net of allowance for possible credit losses of $1,007
  in 1997 and $944 in 1996) (Notes 3 and 7)               87,179         80,121
Premises and equipment - Net (Note 4)                      2,586          2,278
Accrued interest receivable                                1,070          1,003
Deferred income taxes                                        568            621
Other assets                                               1,175            990

Total assets                                            $139,765       $131,504

Liabilities and Shareholders' Equity
Liabilities:
  Deposits:
    Noninterest-bearing                                 $ 29,151       $ 26,266
    Interest-bearing:
      Transaction accounts                                75,488         73,532
      Time certificates, $100,000 and over                11,565          9,483
      Savings and other time deposits                      9,928         10,577
           Total interest-bearing deposits                96,981         93,592

           Total deposits                                126,132        119,858
  Other borrowings                                           750            447
  Accrued interest payable and other liabilities (Note 9)  1,028          1,014

           Total liabilities                             127,910        121,319

Commitments and contingencies (Notes 9 and 10)

Shareholders' equity:
  Preferred stock, no par value:  authorized 20,000,000 shares;
    none issued or outstanding
  Common stock, no par value:  authorized 20,000,000 shares;
    issued 1,039,120 shares in 1997 and 954,422 shares in 1996,
    outstanding 1,027,540 shares in 1997
    and 942,842 shares in 1996                            10,310          9,398
  Net unrealized gain (loss) on investment securities
   available for sale - net of taxes                           1            (45)
  Retained earnings                                        1,656            832

           Total shareholders' equity                     11,967         10,185

Total liabilities and shareholders' equity              $139,877       $131,504

See notes to consolidated financial statements.



CONSOLIDATED STATEMENTS OF OPERATIONS
Years ended December 31, 1997, 1996 and 1995
In thousands, except per share amounts             1997         1996       1995

Interest income:
  Loans, including fees                          $8,638       $7,736     $6,213
  Federal funds sold                                356          233        450
  Investment securities                           2,506        2,416      2,053
           Total interest income                 11,500       10,385      8,716

Interest expense:
  Interest-bearing transaction, savings
   and other  time deposits                       3,671        3,489      3,281
  Time certificates, $100,000 and over              554          496        493
  Other interest                                     28           33         67
           Total interest expense                 4,253        4,018      3,841

Net interest income                               7,247        6,367      4,875

Provision for possible credit losses (Note 3)       120          220        100
Net interest income after provision
 for possible credit losses                       7,127        6,147      4,775

Other income:
  Gain on sale of loans                             146          398        531
  Service fees on deposit accounts                  494          390        252
  Loan servicing fees                                34           21
  Loss on sale of investment securities (net)                                (1)
  Recovery of litigation expenses (Note 9)                  1,824           451
  Other                                             165          135        111
           Total other income                       839        2,768      1,344

Other expenses:
  Salaries and employee benefits                  3,011        3,120      3,010
  Occupancy expense                                 774          724        723
  Furniture and equipment expense                   322          388        343
  Professional services                             365          202        463
  Supplies                                          212          236        247
  Promotional expenses                              202          233        277
  Data processing fees                              354          276        229
  Regulatory assessments                             61           46        131
  Provision for legal settlement (Note 9)                                 2,800
  Other                                             372          340        329
           Total other expenses                   5,673        5,565      8,552

Income (loss) before income taxes                 2,293        3,350     (2,433)

Income tax provision (benefit) (Note 6)             943        1,379       (935)

Net income (loss)                                $1,350       $1,971    $(1,498)
Basic earnings per share (Note 14)               $ 1.34       $ 1.99    $ (1.51)
Diluted earnings per share (Note 14)             $ 1.28       $ 1.98    $ (1.51)

See notes to consolidated financial statements.



CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
Years ended December 31, 1997, 1996 and 1995
Dollar amounts in thousands
                                                     Net
                                                 Unrealized
                                                Gain(Loss)on
                                                 Investment
                                                 Securities   Retained
                                                  Available   Earnings
                                Common Stock    For Sale-Net (Accumulated
                              Shares     Amount   of Taxes     Deficit)   Total
Balance, December 31, 1994   909,904     $9,014      ($667)      $850    $9,197
  Net loss                                                     (1,498)   (1,498)
  Change in unrealized
   loss - net                                          677                  677
  Purchases of common stock  (11,580)      (105)                           (105)

Balance, December 31, 1995   898,324      8,909         10       (648)    8,271
  Net income                                                    1,971     1,971
  Net change in unrealized
   gain - net of taxes                                 (55)                 (55)
  Dividends on common stock (5%)
     Cash payment                                                  (2)       (2)
     Stock issued             44,518        489                  (489)

Balance, December 31, 1996   942,842      9,398        (45)       832    10,185
  Net income                                                    1,350     1,350
  Net change in unrealized
   loss - net of taxes                                  46                   46
  Dividends on common stock (5%)
     Cash payment                                                  (2)       (2)
     Stock issued             47,714        591                  (591)
Common stock issued upon
     exercise of stock
      options                 36,984        321                             321
Tax benefit of stock
 options exercised                                                 67        67
Balance, December 31,1997  1,027,540    $10,310         $1     $1,656   $11,967

See notes to consolidated financial statements.



CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 1997, 1996 and 1995
Dollar Amounts In thousands                          1997       1996       1995
Cash Flows From Operating Activities:
  Net income (loss)                                $1,350     $1,971    $(1,498)
  Adjustments to reconcile net income
   to net cash provided by operating activities:
    Originations of loans for sale                           (29,865)   (44,124)
    Settlement of mortgage loans sold                 648     32,733     45,676
    Provision for possible credit losses              120        220        100
    Depreciation and amortization                     318        498        302
    Loss on sale of other real estate owned                                  10
    Provision for legal settlement                                        2,800
    Loss on sale of investment securities (net)                               2
    Recovery of litigation expenses                           (1,800)
    Change in deferred income taxes                    20        902       (816)
    (Increase) in accrued interest receivable         (67)       (20)      (326)
    (Increase) decrease in other assets              (199)     2,334       (915)
    Increase (decrease) in accrued interest
     payable and other liabilities                     98     (1,972)       107
      Net cash provided by operating activities     2,288      5,001      1,318
Cash Flows From Investing Activities:
  Held to maturity securities:
     Maturities                                                3,000     11,100
     Calls                                          7,500      8,000      1,000
     Purchases                                     (7,000)   (19,239)   (29,299)
  Available for sale securities:
     Maturities                                     5,127     13,171      1,586
     Calls                                          4,000
     Purchases                                    (10,012)    (1,000)      (933)
     Sales                                                                3,798
  Decrease (increase) in interest-bearing
   deposits with banks                                 98        885       (683)
  Proceeds from sale of other real estate owned                             286
  Net (increase) in loans held for investment      (7,178)   (21,730)   (12,091)
  Purchases of premises and equipment                (641)      (102)      (386)
      Net cash used by investing activities        (8,106)   (17,015)   (25,622)
Cash Flows From Financing Activities:
  Net increase in noninterest-bearing
   demand deposits                                  2,885      4,507      5,940
  Net increase in interest-bearing transaction,
   savings and other time deposits                  3,389      5,088     28,280
  Net increase (decrease) in other borrowings         303        234     (4,308)
  Cash dividends paid                                  (2)        (2)
  Proceeds from the exercise of stock options         321
  Purchases of common stock                                                (105)
      Net cash provided by financing activities     6,896      9,827     29,807
Net Increase (Decrease) in Cash
 and Cash Equivalents                               1,078     (2,187)     5,503
Cash and Cash Equivalents:
  Beginning of year                                10,379     12,566      7,063
  End of year                                     $11,457    $10,379    $12,566
Cash Paid During the Year for:
  Interest on deposits and other borrowings        $4,217     $4,134     $3,703
  Income taxes                                     $1,111       $250         $1
Noncash Investing and Financing Activities:
  Stock dividends paid on common stock               $591       $489

See notes to consolidated financial statements.



MCB FINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies of MCB Financial Corporation (the
"Company") and its wholly owned subsidiary, Metro Commerce Bank, N.A. (the
"Bank"), conform to generally accepted accounting principles and general
practice in the banking industry.  The Company was incorporated in California on
January 20, 1993 for the purpose of becoming a ank holding company registered
under the Bank Holding Company Act of 1956.
The following is a summary of the significant accounting policies and reporting
methods used by the Company:

Nature of Operations - The Bank operates four branches in the San Francisco Bay
Area and one branch in Upland, California.  The Bank's primary source of revenue
is providing loans to small and middle-market businesses.

Use of Estimates in the Preparation of Financial Statements - The preparation of
financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period.  Actual results could differ
from those estimates.

Basis of Consolidation - The accompanying consolidated financial statements
include the Company and its wholly owned subsidiary, the Bank.  All intercompany
amounts are eliminated in consolidation.

Cash and due from banks include balances with the Federal Reserve Bank.  The
Bank is required by federal regulations to maintain certain minimum average
balances with the Federal Reserve, based primarily on the Bank's average daily
deposit balances.  At December 31, 1997, the Bank had required balances and
compensating balances with the Federal Reserve of $427,000 (1996 - $533,000).

Cash and cash equivalents include cash on hand, due from banks and federal funds
sold.  Generally, federal funds are sold for one-day periods.

Investment Securities - The Company classifies its qualifying investments as
trading, available for sale or held to maturity.  Management has reviewed the
securities portfolio and classified securities as either held to maturity or
available for sale.  The Company's policy of classifying investments as held to
maturity is based upon its ability and management's intent to hold such
securities to maturity.  Securities expected to be held to maturity are carried
at amortized historical cost.  All other securities are classified as available
for sale and are carried at fair value.  Fair value is determined based upon
quoted market prices .  Unrealized gains and losses on securities available for
sale are included in shareholders' equity on an after-tax basis.
     Gains and losses on dispositions of investment securities are included in
noninterest income and are determined using the specific identification method.

Loans which are held for investment are stated at the principal amount
outstanding, net of deferred loan origination fees and costs and the allowance
for possible credit losses.  Interest income is recognized using methods which
approximate a level yield on principal amounts outstanding.  The accrual of
interest on loans is discontinued when the payment of principal or interest is
considered to be in doubt, or when a loan becomes contractually past due by 90
days or more with respect to principal or interest, except for loans that are
well secured and in the process of collection.  Loan origination fees, net of
certain related direct loan origination costs, are deferred and amortized as
yield adjustments over the contractual lives of the underlying loans.

Allowance for possible credit losses is maintained at a level deemed appropriate
by management to provide for known and inherent risks in the loan portfolio and
commitments to extend credit.  The allowance is based upon management's
continuing assessment of various factors affecting the collectibility of loans
and commitments to extend credit, including current and projected economic
conditions, past credit experience, the value of the underlying collateral, and
such other factors as in management's judgment deserve current recognition in
estimating potential credit losses.  Loans deemed uncollectible are charged-off
and deducted from the allowance, while subsequent recoveries are credited to the
allowance.
     A loan is considered impaired when management determines that it is
probable that the Company will be unable to collect all amounts due according
to the original contractual terms of the loan agreement.  Impaired loans are
carried at the estimated present value of total expected future cash flows,
discounted at the loan's effective rate, or the fair value of the collateral,
if the loan is collateral dependent, if less than the recorded investment in
the loan (including accrued interest, net deferred loan fees or costs and
unamortized premium or discount).  An impairment is recognized by adjusting an
allocation of the existing allowance for credit losses.

Premises and equipment consist of leasehold improvements, furniture and
equipment, and automobiles which are stated at cost, less accumulated
depreciation and amortization.  Depreciation is computed on a straight-line
basis over the estimated useful lives of the assets, primarily from three to
thirty years.  Leasehold improvements are amortized over the terms of the lease
or their estimated useful lives, whichever is shorter.

Organization costs of the Company are included in other assets and amortized
over a 60 month period on a straight-line basis.

Stock-based compensation - The Company accounts for stock-based awards to
employees using the intrinsic value method as allowed under the provisions of
SFAS No. 123, "Accounting for Stock-Based Compensation."

Income Taxes -The Company and its subsidiary file consolidated income tax
returns.  The Company provides a deferred tax expense or benefit equal to the
net change in deferred tax assets and liabilities during the year.  Deferred
income taxes reflect the net tax effects of temporary differences between the
carrying amount of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes.

Stock Dividends - In August 1997, outstanding shares of common stock were
increased due to the payment of a 5% stock dividend.  All per share amounts have
been restated to reflect the issuance of such shares.

Net Income Per Common Share - The Company adopted the disclosure provisions of
SFAS No. 128, "Earnings per Share" for the year ended December 31, 1997.  SFAS
No. 128 replaces the presentation of primary EPS with a presentation of basic
EPS.  In addition, all entities with complex capital structures are required to
provide a dual disclosure of basic and diluted EPS on the face of the income
statement and a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS computation.
Under the new requirements, the computation of basic EPS does not differ from
the Company's computation of EPS in prior periods, and therefore there is no
restatement of EPS data presented herein.

Pending Accounting Pronouncements - In December 1996, the Financial Accounting
Standards Board (FASB) issued SFAS No. 127, "Deferral of the Effective Date of
Certain Provisions of FASB Stataement No. 125", which defers the implementation
of SFAS No. 125 for transactions related to repurchase agreements, dollar-roll
repurchase agreements, securities lending and similar transactions until January
1, 1998.  Management believes that the effect of adoption of SFAS No. 125, for
those transactions covered under SFAS No. 127, on the Company's consolidated
financial statements will not be material.
     In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", which requires that an enterprise report, by major components and as a
single total, the change in its net assets during the period from non-owner
sources; and No. 131, "Disclosures about Segments of an Enterprise and Related
Information", which establishes annual and interim reporting standards for an
enterprise's operating segments and related disclosures about its products,
services, geographic areas, and major customers.  Adoption of these Statements
will not impact the Company's consolidated financial position, results of
operations or cash flows, and any effect will be limited to the form and content
of its disclosures.  Both statements are effective with the year-end 1998
financial statements.  In addition, disclosure of comprehensive income is
required in the interim financial statements beginning with the first quarter of
1998.

Reclassifications - Certain 1996 and 1995 amounts were reclassified to conform
to the 1997 presentation.

2.     INVESTMENT SECURITIES
The amortized cost and approximate market value of investment securities at
December 31 were as follows (dollar amounts in thousands):

Gross   Gross  Estimated
                              Amortized Unrealized Unrealized    Fair   Carrying
                                   Cost      Gains     Losses   Value      Value
1997:
 Held to maturity securities:
  U.S. Government agencies      $25,242        $44      $(89) $25,197    $25,242
    Total held to maturity       25,242         44       (89)  25,197     25,242

 Available for sale securities:
  U.S. Treasury                   5,004         29              5,033      5,033
  U.S. Government agencies        1,000                   (2)     998        998
  Mortgage-backed securities      2,176                  (30)   2,146      2,146
  Corporate securities            1,992          5        (1)   1,996      1,996
  Municipal bonds                   140          1                141        141
    Total available for sale     10,312         35       (33)  10,314     10,314

Total investment securities     $35,554        $79     $(122) $35,511    $35,556


                                                        Gross   Gross  Estimated
                              Amortized Unrealized Unrealized    Fair   Carrying
                                   Cost      Gains     Losses   Value      Value
1996:
 Held to maturity securities:
  U.S. Government agencies      $25,740         $9     $(215) $25,534    $25,740
    Total held to maturity       25,740          9      (215)  25,534     25,740

 Available for sale securities:
  U.S. Treasury                   4,977         22        (1)   4,998      4,998
  Mortgage-backed securities      4,275                  (99)   4,176      4,176
  Municipal bonds                   165          1                166        166
    Total available for sale      9,417         23      (100)   9,340      9,340

Total investment securities     $35,157        $32     $(315) $34,874    $35,080


The following table shows the amortized cost and approximate fair value of
investment securities by contractual maturity at December 31, 1997:

                                  Held to Maturity          Available for Sale
                               Amortized         Fair     Amortized         Fair
                                    Cost        Value          Cost        Value
Within one year                                               2,906        2,898
After one but within five years   19,745       19,744         6,406        6,418
Over five years                    5,497        5,453         1,000          998

Total                             25,242       25,197        10,312       10,314


The Bank carries its Federal Reserve Bank stock and Federal Home Loan Bank stock
as other assets.  These securities are not covered by the provisions of SFAS No.
115 and are recorded at historical cost.  The total carrying value at December
31, 1997 and 1996 was $678,000 and $653,000, respectively.
     Mortgage-backed securities are classified, in the table above, based on
final maturity dates.  These securities are issued by the Federal National
Mortgage Association, $1,284,000, ($1,526,000 in 1996), and the Federal Home
Loan Mortgage Corporation, $862,000 ($2,651,000 in 1996), and may be prepaid at
the option of the issuer.
     The Bank has purchased U.S. government agency securities totaling
$26,240,000 that contain certain issuer call option features.  These securities
have a weighted average yield of 6.45% and may be called if interest rates fall
below certain levels.  If these securities are called the Bank may not be able
to reinvest the proceeds to obtain the same weighted average yield.
     Securities with an amortized cost of approximately $3,866,000 as of
December 31, 1997, and $2,455,000 as of December 31, 1996, were pledged to
secure other borrowings.

3.     LOANS AND ALLOWANCE FOR POSSIBLE CREDIT LOSSES
Loans at December 31, consisted of the following:

                                              1997        1996

Commercial                                 $21,217     $16,851
Real estate:
  Commercial                                57,385      49,855
  Construction                               3,757       7,348
  Land                                       1,307       1,807
Home equity                                  2,314       2,809
Loans to consumers and individuals           2,331       2,458

           Total                            88,311      81,128

Deferred loan fees                            (125)        (63)
Allowance for possible credit losses        (1,007)       (944)

Total                                      $87,179     $80,121

The Bank is principally engaged in commercial banking in the San Francisco Bay
Area of California and Upland, California.  The Bank primarily grants commercial
loans, the majority of which are secured by commercial properties.  Although the
Bank has a diversified portfolio, a substantial portion of its debtors' ability
to honor their contracts is dependent upon the economic sector of Northern
California, including the real estate markets of the San Francisco Bay Area.
Approximately 34% of the Bank's loans have interest rates that are variable and
tied to the prime rate, whereas the remaining are fixed rate loans.
     Following is a schedule of the activity in the allowance for possible
credit losses on loans for the years ended December 31:

                                             1997      1996      1995

Balances, January 1                        $  944     $ 752      $906
Provision for possible credit losses          120       220       100
Loans charged-off                            (108)      (47)     (263)
Recoveries                                     51        19         9

Total                                      $1,007     $ 944      $752


At December 31, 1997 and 1996, the Company had nonperforming loans in the
amounts of $109,000 and $79,000, respectively.  Had these loans performed under
their contractual terms, $6,000 and $10,000, respectively, in additional
interest income would have been recognized during the year.
     At December 31, 1997 and 1996, the Company had loans identified as
impaired, in the aggregate amounts of $109,000 and $79,000, respectively.  The
Company provided no specific allowance for possible credit losses at December
31, 1997 and 1996 for these impaired loans since they were adequately
collateralized.

4.     PREMISES AND EQUIPMENT
The components of premises and equipment at December 31, are as follows (dollar
amounts in thousands):

                                                        1997       1996

Leasehold improvements                                $2,071     $1,995
Furniture and equipment                                2,025      1,508
Automobiles                                              180        201
Construction in progress                                  50
           Total                                       4,326      3,704
Less accumulated depreciation and amortization        (1,740)    (1,426)

Premises and equipment, net                           $2,586     $2,278


The amount of depreciation and amortization was $333,000 in 1997, $375,000 in
1996 and $346,000 in 1995.

5.     DEPOSITS
The aggregate amount of short-term jumbo CD's, each with a minimum denomination
of $100,000, was approximately $11,265,000 and $7,928,000 in 1997 and 1996,
respectively.
     At December 31, 1997, the scheduled maturities of CDs are as follows:


        1998                           $18,431
        1999                               479
        2000                               479
        2001                               177
        2002
       Total                           $19,566


6.     INCOME TAXES
The components of the provision (benefit) for income taxes for the years ended
December 31 are as follows (dollar amounts in thousands):

                                         1997       1996      1995

Current payable (benefit):
  Federal                                $672     $  362     $ (98)
  State                                   243        115       (21)

   Total current payable (benefit)        915        477      (119)

Deferred:
  Federal                                  17        634      (580)
  State                                    11        268      (236)

   Total deferred                          28        902      (816)

Total                                    $943     $1,379     $(935)

A reconciliation of the statutory federal income tax rates with the Company's
effective income tax rates is as follows:

                                    1997      1996      1995

Statutory federal tax rate          34.0%     34.0%     34.0%
State income taxes, net of
   federal income tax benefit        7.1       7.5       7.6
Municipal interest                  (0.1)     (0.1)     (0.5)
Other                                0.1      (0.2)     (2.7)

Effective tax rate                  41.1%     41.2%     38.4%

Deferred income taxes reflect the impact of "temporary differences" between
amounts of assets and liabilities for financial reporting purposes and such
amounts as measured by tax laws.  Temporary differences and carryforwards which
give rise to deferred tax assets and liabilities are as follows (dollar amounts
in thousands):

                                              December 31
                                             1997     1996
Deferred tax assets:
  Net operating loss carryforwards           $329     $366
  Reserves not currently deductible           384      417
  Unrealized loss on
    securities available for sale               1       32
  State income taxes                           45        5
  Other                                                  8

           Total                              759      828

Deferred tax liabilities:
  Accrual to cash                                       45
  Tax over book depreciation                  158      120
  Other                                        33       42

           Total                              191      207

Net deferred tax asset                       $568     $621

The Company has acquired net operating loss carryforwards ("NOL") in connection
with the acquisition of the Bank of Hayward in 1994.  The utilization of NOLs
acquired through acquisition is limited by certain state and federal tax laws.
The Company has determined that the annual limitation on its ability to utilize
NOLs is $78,130 for the fifteen-year period.  The following table presents the
NOLs (after limitation) at December 31, 1997, by expiration date:

                                  Federal          State
        Expiration Date            Amount         Amount

       December 31, 2004             $431
       December 31, 2005              126
       December 31, 2006               11           $43
       December 31, 2007              180            63
       December 31, 2008               78             5
       December 31, 2009                            329

The Company reduced its 1997 federal and state current tax liability by
approximately $27,000 and $9,000 by utilizing $78,130 in net operating loss
carryforwards.

7.     RELATED PARTY TRANSACTIONS
In the ordinary course of business, the Bank has made loans and advances under
lines of credit to directors and their related interests.  All such loans and
advances were made under terms that are consistent with the Bank's normal
lending policies.
     At December 31, 1997, loans outstanding to related parties were $960,000
and loan commitments to related parties amounted to $1,506,000.

8.     STOCK OPTION PLAN
The Company has a Stock Option Plan (the "Plan") for certain of its directors,
organizers and key employees under which up to 237,754 shares of common stock
have been authorized to be granted.  Up to 10% of the number of outstanding
shares of the Company's common stock is available for granting solely to the
directors and organizers of the Company, provided, however, that the sum of all
shares granted to directors, organizers and key employees of the Company does
not exceed the maximum number of options that may be granted by the Plan.
     Under the Plan, options may not be granted at a price less than the fair
market value at the date of grant.  Options for key employees are exercisable as
determined at the sole discretion of the Stock Option Plan Committee (the
"Committee"), but not exceeding 10 years from the date of grant.  All options
granted to nonemployee directors of the Bank are nonstatutory options that have
a term of 10 years.  Furthermore, 20% of the nonstatutory options granted to a
director are immediately vested and exercisable, and the remainder of the
options vest at 20% annually for each of the four years from the date of grant.
Each option granted to an organizer is exercisable as determined at the sole
discretion of the Committee, but not exceeding five years from the date of
grant.

The following is a summary of changes in options outstanding:
                                                                        Weighted
                                                                Number   Average
                                                                  of    Exercise
                                                                Shares     Price

Outstanding at January 1, 1995
  (106,767 exercisable at a weighted average price of $8.67)   154,955     $8.66
Granted (weighted average fair value of $3.60)                  20,949      8.16
Canceled                                                        (7,165)     8.16
Outstanding at December 31, 1995
  (121,814 exercisable at a weighted average price of $8.64)   168,739      8.62
Granted (weighted average fair value of $3.29)                  11,576      7.45
Canceled                                                       (15,435)     8.16
Outstanding at December 31, 1996
  (139,171 exercisable at a weighted average price of $8.65)   164,880      8.58
Granted (weighted average fair value of $6.21)                  10,628     14.31
Exercised                                                      (37,553)     8.53
Canceled                                                        (2,203)     9.98
Outstanding at December 31, 1997                               135,752     $9.02

Additional information regarding options outstanding as of December 31, 1997 is
as follows:

                        Options Outstanding           Options Exercisable

                             Weighted
                             Average
                            Remaining     Weighted                   Weighted
   Range of        Number  Contractual    Average       Number       Average
Exercise Prices Outstanding Life (Yrs) Exercise Price Exercisable Exercise Price
$ 6.80 -  $8.62    84,343      5.4         $8.16        69,019        $8.24
  9.07 -  11.43    38,448      2.5          9.23        36,348         9.10
 11.79 -  15.25    12,961      8.4         13.93         6,451        12.65

$ 6.80 - $15.25   135,752      4.9         $9.02       111,818        $8.77

At December 31, 1997, 48,775 options were available for future grants under the
Plan.

Additional Stock Option Plan Information
The Company continues to account for its stock-based awards using the intrinsic
value method in accordance with Accounting Principles Board No. 25, Accounting
for Stock Issued to Employees and its related interpretations.  Accordingly, no
compensation expense has been recognized in the financial statements for
employee stock arrangements.
     Statement of Financial Accounting Standards No. 123, Accounting for Stock-
Based Compensation, (SFAS 123) requires the disclosure of pro forma net income
and earnings per share had the Company adopted the fair value method as of the
beginning of fiscal 1995.  Under SFAS 123, the fair value of stock-based awards
to employees is calculated through the use of option pricing models, even though
such models were developed to estimate the fair value of freely tradable, fully
transferable options without vesting restrictions, which significantly differ
from the Company's stock option awards.  These models also require subjective
assumptions, including future stock price volatility and expected time to
exercise, which greatly affect the calculated values.  The Company's
calculations were made using the Black-Scholes option pricing model with the
following weighted average assumptions:  expected life, 36 months following full
vesting; stock volatility, 25% in 1997, 26% in 1996 and 26% in 1995; risk free
interest rates, 6.5% in 1997, 1996 and 1995; and no dividends during the
expected term.  The Company's calculations are based on a multiple option
valuation approach and forfeitures are recognized as they occur.  If the
computed fair values of the 1995 - 1997 awards had been amortized to expense
over the vesting period of the awards, pro forma net income (loss) would have
been ($1,508,000) ($1.51 per share) in 1995, $1,958,000 ($1.97 per share) in
1996 and $1,329,000 ($1.26 per share) in 1997.  However, the impact of
outstanding non-vested stock options granted prior to 1995 has been excluded
from the pro forma calculation; accordingly, the 1995 - 1997 pro forma
adjustments are not indicative of future period pro forma adjustments, when the
calculation will apply to all applicable stock options.

9.     COMMITMENTS AND CONTINGENCIES
The Bank leases its premises under noncancelable operating leases expiring
through June 30, 2014 with options to extend the leases for two additional five-
year terms.  Future minimum lease commitments are $582,000 in 1998, $598,000 in
1999, $567,000 in 2000, $367,000 in 2001, $361,000 in 2002 and $3,028,000,
thereafter.
     Rental expense for premises under operating leases included in occupancy
expense was $506,000, $464,000 and $447,000 in 1997, 1996 and 1995,
respectively.
     There are various legal actions pending against the Company arising from
the normal course of business.  The Company is also named as defendant in
various lawsuits in which damages are sought.  Management, upon the advice of
legal counsel handling such actions, believes that the ultimate resolution of
these actions will not have a material effect on the financial position or
results of operations of the Company.
     In September 1992, Chino Valley Bank filed a lawsuit against Metro Commerce
alleging that Metro Commerce and its Chief Executive Officer, John Cavallucci,
had engaged in unfair competition with Chino Valley Bank.  In June 1995, a jury
rendered a verdict in favor of Chino Valley Bank and against Metro Commerce and
Mr. Cavallucci in the amount of $795,000.  Subsequently during 1995 Metro
Commerce established a legal contingency reserve of $2.8 million, based on the
amount of the jury verdict, the legal costs expected to be incurred by Metro
Commerce, and the possibility of an award of attorneys' fees to the plaintiff.
In addition, Metro Commerce agreed to indemnify Mr. Cavallucci for the amount of
his personal liability to Chino Valley Bank, and Metro Commerce and Mr.
Cavallucci reached an agreement with Metro Commerce's directors and officers
liability insurance carrier pursuant to which the carrier agreed to pay $1.2
million of the amounts awarded to Chino Valley Bank.  In February 1996, the
trial court awarded Chino Valley Bank costs and attorneys' fees in the amount of
$1,327,438.  Subsequently, in March 1996 Metro Commerce and Mr. Cavallucci
entered into a settlement agreement with Chino Valley Bank pursuant to which the
parties agreed to settle all claims upon the payment of $2,100,000 to Chino
Valley Bank.  As a result of the settlement agreement with Chino Valley Bank and
the separate settlement with Metro Commerce's insurance carrier, Metro Commerce
recovered and reversed approximately $1.8 million from the legal contingency
reserve during the first quarter of 1996.  This recovery reflects the final
settlement of this matter.

10.     FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
The Bank is a party to various financial instruments with on-balance sheet and
off-balance sheet risk in the normal course of business to meet the financing
needs of its customers.  Financial instruments include commitments to extend
credit, standby letters-of-credit and financial guarantees.  Those instruments
involve, to varying degrees, elements of credit and interest rate risk in excess
of the amounts recognized in the balance sheet.  The contract amounts of those
instruments reflect the extent of involvement the Bank has in particular classes
of financial instruments.
     The Bank's exposure to credit loss in the event of nonperformance by the
other party to the financial instrument for commitments to extend credit and
standby letters-of-credit and financial guarantees is represented by the
contractual amount of those instruments.  The Bank uses the same credit policies
in making commitments and conditional obligations as it does for on-balance
sheet instruments.  The Bank controls the credit risk of these transactions
through credit approvals, credit limits and monitoring procedures.
     Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee.  Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements.  The Bank evaluates each customer's
creditworthiness on a case-by-case basis.  The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the counterparty.  Collateral held varies, but may include
marketable securities, accounts receivable, inventory, property, plant and
equipment.
     Standby letters-of-credit and financial guarantees are written conditional
commitments issued by the Bank to guarantee the performance of a customer to a
third party.  Those guarantees are primarily issued to support public and
private borrowing arrangements.  Most guarantees extend for less than five years
and expire in decreasing amounts.  The credit risk involved in issuing letters-
of-credit is essentially the same as that involved in extending loan facilities
to customers.
     The following table summarizes these financial instruments and other
commitments and contingent liabilities at December 31 (dollar amounts in
thousands):

                                                                1997        1996
Financial instruments whose credit risk is represented
  by contract amounts:
  Commitments to extend credit - loans                       $21,417     $16,950
  Standby letters-of-credit and financial guarantees             800       1,143

Total                                                        $22,217     $18,093


11.     FAIR VALUE OF FINANCIAL INSTRUMENTS
The estimated fair value amounts of financial instruments have been determined
using the available market information and appropriate valuation methodologies
consistent with the requirements of SFAS No. 107, Disclosures about Fair Value
of Financial Instruments.  However, considerable judgment is necessarily
required to interpret market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of
the amounts the bank could realize in a current market exchange.  The use of
different market assumptions and/or estimation methodologies may have a material
effect on the estimated fair value amounts.

                                            December 31, 1997
                                          Carrying     Estimated
                                            Amount    Fair Value
Financial assets:
  Cash and due from banks                   $6,557        $6,557
  Federal funds sold                         4,900         4,900
  Interest-bearing deposits with banks         286           286
  Available for sale securities             10,314        10,314
  Held to maturity securities               25,242        25,197
  Loans, net                                87,179        86,862
Financial liabilities:
  Noninterest-bearing deposits              29,151        29,151
  Interest-bearing deposits                 96,981        97,004
  Other borrowings                             750           750


                                            December 31, 1996
                                          Carrying     Estimated
                                            Amount    Fair Value
Financial assets:
  Cash and due from banks                   $9,609        $9,609
  Federal funds sold                           770           770
  Interest-bearing deposits with banks         384           384
  Available for sale securities              9,340         9,340
  Held to maturity securities               25,740        25,534
  Loans, net                                80,121        80,258
Financial liabilities:
  Noninterest-bearing deposits              26,266        26,266
  Interest-bearing deposits                 93,592        93,619
  Other borrowings                             447           447


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument:

Short-Term Financial Assets - This category includes cash and due from banks,
federal funds sold and interest-bearing deposits with banks.  Because of their
relatively short maturities, the fair value of these financial instruments is
considered to be equal to book value.

Available-For-Sale and Held-To-Maturity Securities - Fair value is quoted market
price, if available.  If a quoted market price is not available, fair value is
estimated using quoted market prices for similar instruments.

Loans - The fair value of floating rate loans is deemed to approximate book
value.  The fair value of all other performing loans is determined by
discounting expected future cash flows using the current rates at which similar
loans would be made to borrowers with similar credit ratings and for the same
remaining maturities.
     In addition to the above, the allowance for credit losses is considered a
reasonable adjustment for credit risk relating to the entire credit portfolio,
including obligations to extent credit and other off-balance-sheet transactions.

Deposits - The fair value of demand, savings and money market deposits is equal
to the amount payable on demand at the reporting date.  For other types of
deposits with fixed maturities, fair value is estimated by discounting
contractual cash flows at interest rates currently being offered on deposits
with similar characteristics and maturities.  A fair value for the deposits base
intangible has not been estimated.

Other Borrowings - The fair value of the other borrowings is determined by
discounting contractual cash flows at current market interest rates for similar
instruments.

Off-Balance-Sheet Financial Instruments - The Company has not estimated the fair
value of off-balance-sheet commitments to extend credit, standby letters of
credit and financial guarantees.  Because of the uncertainty involved in
attempting to assess the likelihood and timing of a commitment being drawn upon,
coupled with the lack of an established market and the wide diversity of fee
structures, the Company does not believe it is practicable to provide a
meaningful estimate of fair value.
     The fair value estimates presented herein are based on pertinent
information available to management as of December 31, 1997.  Although
management is not aware of any factors that would significantly affect the
estimated fair value amounts, such amounts have not been comprehensively
revalued for purposes of these financial statements since that date and,
therefore, current estimates of fair value may differ significantly from the
amounts presented herein.  Management does not intend to dispose of a
significant portion of its financial instruments.


12.     REGULATORY MATTERS
The Company and Bank are subject to various regulations issued by Federal
banking agencies, including minimum capital requirements.  Failure to meet
minimum regulatory capital requirements could result in regulators requiring
prompt corrective action to be taken which could have a material effect on the
financial statements.  As of December 31, 1997, the Company and Bank exceeded
the capital adequacy requirements for a well capitalized institution.
     Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Company and Bank must meet specific capital guidelines
that involve quantitative measures of the Company's and Bank's assets,
liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices.  The Company's and Bank's capital amounts and
classifications are also subject to qualitative judgements by the regulators
about components, risk weightings, and other factors.
     Quantitative measures established by regulations to ensure capital adequacy
require the Company and Bank to maintain minimum amounts and ratios (set forth
in the table below) of total and tier 1 capital ( (as defined in the
regulations) to risk-weighted assets (as defined), and of  tier 1 capital (as
defined) to average assets (as defined).
     As of December 31, 1997, the most recent notification from the Office of
the Comptroller of the Currency categorized the Bank as well capitalized under
the regulatory framework for prompt corrective action.  To be categorized as
well capitalized the Bank must maintain minimum total risk-based, tier 1 risk-
based, and tier 1 leverage ratios as set forth in the table.  There are no
conditions or events since that notification that management believes have
changed the institutions's category.

The Company and Bank's actual capital amounts and ratios are also presented
below (dollar amounts in thousands):

                                                For Capital      Required to be
1997                              Actual     Adequacy Purposes  Well Capitalized
                              Amount   Ratio   Amount  Ratio      Amount   Ratio
Total Capital
 (to risk weighted assets)
   Company                   $12,691   12.4%   $8,160   8.0%         n/a
   Bank                       12,072   11.8%    8,160   8.0%   $>=10,200 >=10.0%

Tier 1 Capital
 (to risk weighted assets)
   Company                    11,684   11.5%    4,080   4.0%         n/a
   Bank                       11,065   10.9%    4,080   4.0%     >=6,120  >=6.0%

Tier 1 Capital
 (to average assets)
   Company                    11,684    8.1%    5,795   4.0%         n/a
   Bank                       11,065    7.6%    5,795   4.0%     >=7,243  >=5.0%


                                                For Capital      Required to be
1996                              Actual     Adequacy Purposes  Well Capitalized
                              Amount   Ratio   Amount  Ratio      Amount   Ratio
Total Capital
 (to risk weighted assets)
   Company                   $10,936   11.7%   $7,481   8.0%         n/a
   Bank                       10,815   11.6%    7,477   8.0%    $>=9,346 >=10.0%

Tier 1 Capital
 (to risk weighted assets)
   Company                     9,992   10.7%    3,741   4.0%         n/a
   Bank                        9,871   10.6%    3,740   4.0%     >=5,608  >=6.0%

Tier 1 Capital
 (to average assets)
   Company                     9,992    7.6%    3,926   3.0%         n/a
   Bank                        9,871    7.6%    3,925   3.0%     >=6,541  >=5.0%


Management believes, as of December 31, 1997, that the Bank meets all capital
requirements to which it is subject.
     The Bank is subject to certain restrictions on the amount of dividends that
it may declare without prior regulatory approval.  At December 31, 1997, the
Bank had available $1,714,029 for the payment of dividends.  The Bank paid
$138,000 in dividends during 1997.
     The Bank is subject to certain restrictions under the Federal Reserve Act,
including restrictions on the extension of credit to affiliates.  In particular,
the Company is prohibited from borrowing from the Bank unless the loans are
secured by specified types of collateral.  Such secured loans and other advances
from the Bank are limited to 10% of the Bank's shareholders' equity on a per
affiliate basis.  There were no such extensions of credit by the Bank in 1997
and 1996.


13.     EMPLOYEE BENEFIT PLAN
In 1991 the Company approved a defined contribution plan covering all eligible
salaried employees.  Employees may, up to prescribed limits, contribute to the
plan.  The Company may also elect to make discretionary contributions to the
plan based on the Company's earnings.  No contributions were made by the Company
in 1997 or 1996.
     In 1994 the Company established a Deferred Compensation Plan for
executives.  Participation in the Plan is limited to a select group of
management and other employees as determined by the Board of Directors.  Under
the terms of the Plan, participants may defer a portion of their cash
compensation and receive minimum 50% matching contributions from the Company,
which vest over the employee's remaining years of employment to retirement.  The
Company has guaranteed participants a certain minimum return on their
contributions and on the Bank's matching contributions.  Contributions made by
the Company for the years ended December 31, 1997, 1996 and 1995 were $12,000,
$15,000 and $13,000, respectively.

14     EARNINGS PER SHARE
The following table reconciles the numerators and the denominators of the basic
and diluted per share computations in accordance with SFAS No. 128 (in
thousands, except per share amounts):

Years Ended December 31,
                                                Income       Shares    Per Share
1997                                         (Numerator)  (Denominator)  Amount
  BASIC EPS
  Income available to common shareholders       $1,350        1,006       $1.34

  EFFECT of DILUTIVE SECURITIES
  Stock options                                                  46

  DILUTED EPS
  Income available to common shareholders
   plus assumed conversions                     $1,350        1,052       $1.28

1996
  BASIC EPS
  Income available to common shareholders       $1,971          990       $1.99

  EFFECT of DILUTIVE SECURITIES
  Stock options                                                   5

  DILUTED EPS
  Income available to common shareholders
   plus assumed conversions                     $1,971          995       $1.98

1995
  BASIC EPS
  Income available to common shareholders      ($1,498)         993      ($1.51)

  EFFECT of DILUTIVE SECURITIES
  Stock options

  DILUTED EPS
  Income available to common shareholders
   plus assumed conversions                    ($1,498)         993      ($1.51)

15.     PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION
The condensed financial information for MCB Financial Corporation (parent
company only) at December 31, 1997 and 1996, and the results of its operations
and cash flows for the years then ended, is summarized as follows (dollar
amounts in thousands):

FINANCIAL CONDITION:                             1997        1996

Assets:
    Cash and due from banks                   $   603     $    71
    Investment in the Bank                     11,348      10,065
    Other                                          17          50

Total                                         $11,968     $10,186

Liabilities and shareholders' equity:
  Other liabilities                           $     1     $     1
  Shareholders' equity:
    Common stock                               10,310       9,398
    Unrealized gain (loss)
     on investment securities available
      for sale - net                                1         (45)
    Retained earnings                           1,656         832

           Total shareholders' equity          11,967      10,185

Total                                         $11,968     $10,186


RESULTS OF OPERATIONS:                           1997        1996

Dividend income from Bank                      $  138      $   50
Income - interest from investments                 14           1
Expenses - general and administrative              62          52

Income (loss) before equity in net
 income of the Bank                                90          (1)
Equity in undistributed net income
 of the Bank                                    1,236       1,947

Income before income tax provision              1,326       1,946
Income tax benefit                                 24          25

Net income                                     $1,350      $1,971


CASH FLOWS:                                                      1997      1996

Cash flows from operating activities:
  Net income                                                   $1,350    $1,971
  Reconciliation to cash used in operating activities:
    (Increase) in equity in undistributed net income
       of Bank                                                 (1,375)   (1,997)
    Amortization                                                   14        14
    Increase in other assets                                       86        (4)
    Cash provided (used in) operating activities                   75       (16)

Cash flows from investing activities:
  Dividend received from Bank                                     138        50

    Cash provided by investing activities                         138        50

Cash flows from financing activities:
  Proceeds from the exercise of stock options                     321
  Cash dividends paid                                              (2)       (2)

   Cash provided (used in) financing activities                   319        (2)

Net increase in cash and equivalents                              532        32
Cash and equivalents:
  Beginning of period                                              71        39

  End of period                                                $  603    $   71



INDEPENDENT AUDITORS' REPORT
To the Board of Directors and Shareholders of MCB Financial Corporation:

We have audited the accompanying consolidated balance sheets of MCB Financial
Corporation and subsidiary (the "Company") as of December 31, 1997 and 1996, and
the related consolidated statements of operations, changes in shareholders'
equity, and cash flows for each of the three years in the period ended December
31, 1997.  These consolidated financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of MCB Financial Corporation and its
subsidiary as of December 31, 1997 and 1996, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1997 in conformity with generally accepted accounting principles.



Deloitte & Touche LLP

San Francisco, California
January 31, 1998