FORM 10-KSB

                  U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

              [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]

                For the fiscal year ended December 31, 1996

           [  ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
           THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required]

              For the transition period from               to
                     Commission file number: 033-76832

                         MCB FINANCIAL CORPORATION
              (Name of small business issuer in its charter)

       California                                         68-0300300
  (State or Other Jurisdiction of         (I.R.S. Employer Identification No.)
  Incorporation or Organization)

                            1248 Fifth Avenue,
                        San Rafael, California 94901
                              (415) 459-2265
       (Address and telephone number of principal executive offices)

      Securities registered under Section 12(b) of the Exchange Act:
                                   None
                             (Title of class)

      Securities registered under Section 12(g) of the Exchange Act:
                                   None
                             (Title of class)

     Check whether the issuer (1) filed all reports required to be filed by
Section  13 or 15(d) of the Exchange Act during the past 12 months (or  for
such shorter period that the registrant was required to file such reports),
and  (2) has been subject to such filing requirements for the past 90 days.
Yes    X     No         .
      Check  if disclosure of delinquent filers in response to Item 405  of
Regulation  S-B  is not contained in this form, and no disclosure  will  be
contained,  to the best of registrant's knowledge, in definitive  proxy  or
information statements incorporated by reference in Part III of  this  Form
10-KSB or any amendment to this Form 10-KSB. [ X ].
       The   issuer's  revenues  for  its  most  recent  fiscal  year  were
$13,153,453.
     At March 24, 1997, the aggregate market value of the voting stock held
by non-affiliates of the issuer was approximately $9,083,202.  For purposes
of  this  information,  the outstanding shares of  Common  Stock  owned  by
directors and executive officers of the issuer were deemed to be shares  of
Common Stock held by affiliates.
     At March 24, 1997, the issuer had outstanding 947,042 shares of Common
Stock, no par value, which is the issuer's only class of common stock.

                   Documents Incorporated by Reference:
   Part  II of this Form 10-KSB incorporates information by reference  from
certain  portions of the issuer's 1996 Annual Report to Shareholders.   The
information required to be furnished pursuant to Part III of this Form  10-
KSB  will  be  set  forth  in,  and incorporated  by  reference  from,  the
registrant's  definitive  proxy  statement  for  the  annual   meeting   of
stockholders to be held May 21, 1997, which definitive proxy statement will
be  filed  by  the issuer with the Securities and Exchange  Commission  not
later  than  120 days after the end of the fiscal year ended  December  31,
1996.


                                  PART I

Item 1.  Description of Business.

MCB Financial

   MCB  Financial  is  a  bank holding company registered  under  the  Bank
Holding  Company  Act of 1956, as amended ("BHC Act").  MCB  Financial  was
incorporated under the laws of the State of California on January 20, 1993.

   On  October  1, 1993, MCB Financial began operations as a  bank  holding
company  with  Metro  Commerce Bank (Metro Commerce)  as  its  wholly-owned
subsidiary.   MCB Financial's only significant asset is its  investment  in
Metro Commerce. The principal business and activity of MCB Financial is  to
serve  as  the  bank holding company for Metro Commerce and  its  principal
source of income is dividends paid by Metro Commerce.


Metro Commerce

   Metro  Commerce  was  licensed by the Office of the Comptroller  of  the
Currency  ("Comptroller") on June 12, 1989, and commenced operations  as  a
national  banking  association on December 8, 1989. As a  national  banking
association, Metro Commerce is subject to primary supervision,  examination
and  regulation  by  the Comptroller. Metro Commerce  is  also  subject  to
certain other federal laws and regulations. In addition, Metro Commerce  is
subject  to  applicable  provisions  of  California  law  insofar  as  such
provisions  do  not conflict with or are not preempted by  federal  banking
laws.  The deposits of Metro Commerce are insured under the Federal Deposit
Insurance  Act up to the applicable limits thereof and, like  all  national
banks,  Metro  Commerce  is a member of the Federal Reserve  System.  Metro
Commerce is a wholly-owned subsidiary of MCB Financial and presently has no
subsidiaries or other affiliates.

   Metro   Commerce  is  engaged  in  substantially  all  of  the  business
operations  customarily conducted by independent commercial national  banks
in California.  Metro Commerce's banking services include the acceptance of
checking  and savings deposits, and the making of commercial, construction,
mortgage, real estate, small business administration, home equity and other
installment  loans  and  term extensions of credit.   Metro  Commerce  also
offers  travelers' checks, notary public and other customary bank  services
to  its  customers.   Metro  Commerce is not a credit  card  issuing  bank;
however, it offers Visa cards through one of its correspondent banks.

   From  1992 through 1996, Metro Commerce was an active wholesale mortgage
lender.   Due  to  continued  changes in  the  mortgage  industry  and  the
unfavorable  prospects for future improvement, Metro  Commerce  decided  to
wind  down  its wholesale mortgage banking operations at the end  of  1996.
Metro  Commerce  will  continue to offer limited  retail  mortgage  lending
through   its  commercial  bank.   Prior  to  winding  down  its  wholesale
operations,  Metro Commerce originated and sold its mortgage loans  in  the
secondary market to both government and private mortgage purchasers.  Until
the  end  of  1994,  Metro Commerce retained servicing  rights  to  certain
mortgage   loans.   Mortgage  loan  servicing  primarily  encompasses   the
collection  of  payments  due, impound accounting, investor  remitting  and
foreclosure processing.  Metro Commerce sold all of its mortgage  servicing
rights in 1994 and discontinued its mortgage servicing operations.

   In  January  1995, Metro Commerce began a Small Business  Administration
("SBA") Loan Division.  SBA is an agency of the U.S. Government that offers
guaranteed  loan  programs for small businesses which might  not  otherwise
qualify  for  standard  bank  credit.  SBA  offers  various  business  loan
programs  secured  by  both  residential and  commercial  real  estate  and
business  property.  Metro Commerce primarily sells the guaranteed  portion
of  SBA  loans in the secondary market to private investors.  Loan fundings
through this division began during the first quarter of 1995.

   Metro  Commerce  does not operate a trust department;  however,  it  has
arranged with a correspondent institution to offer trust services to  Metro
Commerce's  customers upon request.  Metro Commerce  also  does  not  offer
international   banking  services  although  such  services   are   offered
indirectly through correspondent institutions.

   Currently,  Metro Commerce conducts its business operations through  its
head office located in San Rafael, California, and through its three branch
office  locations in South San Francisco, Hayward, and Upland,  California.
An  application to establish the branch in South San Francisco,  California
was approved by the Comptroller on September 7, 1993, and an application to
establish  the branch in Upland, California was approved by the Comptroller
on  February 27, 1995.  The South San Francisco office was opened on May 9,
1994, and the Upland office was opened on  February 28, 1995.

   Metro  Commerce's  primary service area is central  Marin  County  along
with  the cities of South San Francisco, Hayward and Upland.  Most of Metro
Commerce's  loans  and  deposits originate  from  small  and  medium  sized
businesses  and  professionals  located  within  Metro  Commerce's  primary
service areas.

   Metro  Commerce's  business  has little, if  any,  emphasis  on  foreign
sources  and application of funds.  Metro Commerce's business,  based  upon
performance to date, does not appear to be seasonal.  Metro Commerce is not
dependent  upon  a  single  customer or group of related  customers  for  a
material  portion  of  its  deposits, nor is a material  portion  of  Metro
Commerce's loans concentrated within a single industry or group of  related
industries.  Management of Metro Commerce is unaware of any material effect
upon   Metro  Commerce's  capital  expenditures,  earnings  or  competitive
position as a result of federal, state or local environmental regulation.

   Metro  Commerce holds no patents, licenses (other than licenses obtained
from bank regulatory authorities), franchises or concessions.

Competition

   The  banking  business in California is highly competitive with  respect
to  both loans and deposits, and is dominated by a relatively small  number
of  major  banks  with many offices operating over a wide geographic  area.
Metro  Commerce  competes  for deposits and loans  principally  with  other
commercial banks and also with non-bank financial intermediaries, including
savings  and  loan associations, credit unions, thrift and loans,  mortgage
companies,  money market and mutual funds, finance and insurance  companies
and  other  financial and non-financial institutions.  In  addition,  other
entities (both governmental and private industry) seeking to raise  capital
through  the issuance and sale of debt or equity securities and instruments
provide competition for Metro Commerce in the acquisition of deposits.

   Among  the  advantages  certain of these institutions  have  over  Metro
Commerce   are   their  ability  to  finance  wide-ranging  and   effective
advertising campaigns and to allocate their investment resources to regions
of  highest yield and demand.  Many of the major commercial banks operating
in   Metro  Commerce's  service  area  offer  certain  services  (such   as
international banking and trust services) which are not offered directly by
Metro   Commerce.    In  addition,  by  virtue  of  their   greater   total
capitalization,  such banks have substantially higher lending  limits  than
does  Metro  Commerce (legal lending limits to each customer are restricted
to  a percentage of a bank's capital, the exact percentage depending on the
nature of the particular loan transaction involved).

   From  the  time  Metro Commerce commenced its operations,  officers  and
employees   of  Metro  Commerce  have  continually  engaged  in   marketing
activities,  including  the  evaluation and development  of  new  services,
involvement in community service groups, and direct marketing in  order  to
retain  and  improve Metro Commerce's competitive position in  its  service
areas.

Insurance

   Metro  Commerce  maintains insurance at levels deemed  adequate  by  its
Board  of  Directors to protect against certain business risks, operational
losses, and property damage.  In accordance with rulings promulgated by the
Comptroller  and  pursuant to Metro Commerce's Articles of Association  and
certain contractual obligations, the officers and directors are entitled to
indemnification by Metro Commerce, under certain circumstances, for certain
expenses,  liabilities and losses including, but not limited to,  costs  of
defense,   settlements  and  judgments  rendered  against  them.   However,
indemnification is not authorized when a supervisory action  results  in  a
final  order  assessing civil money penalties or when a supervisory  action
requires  affirmative action in the form of payments by  an  individual  to
Metro  Commerce.   Metro  Commerce  has directors  and  officers  liability
insurance to cover certain costs of indemnification.

Employees

   Except  for  its officers, currently MCB Financial has no  full-time  or
part-time employees.  It is anticipated that MCB Financial will rely on its
officers and will utilize the employees of Metro Commerce until it  becomes
actively   engaged  in  additional  business  activities.   MCB   Financial
reimburses Metro Commerce for a fair and reasonable amount for all services
furnished to it.

As  of  December  31,  1996, Metro Commerce had a  total  of  50  full-time
equivalent employees.  The management of Metro Commerce believes  that  its
employee relations are satisfactory.


SUPERVISION AND REGULATION

      Bank holding companies and banks are extensively regulated under both
federal   and  state  law.   The  following  discussion  of  statutes   and
regulations  is  only a summary and does not purport to be complete.   This
discussion  is qualified in its entirety by reference to such statutes  and
regulations.   No assurance can be given that such statutes or  regulations
will not change significantly in the future.

MCB Financial

      MCB  Financial, as a registered bank holding company, is  subject  to
regulation under the BHC Act.  MCB Financial is required to file  with  the
Federal  Reserve  Board quarterly and annual reports  and  such  additional
information regarding its business operations and those of its subsidiaries
as  the  Federal Reserve Board may require pursuant to the  BHC  Act.   MCB
Financial  and  its  subsidiaries are also subject to  examination  by  the
Federal Reserve Board.

      Under  the  BHC  Act, MCB Financial is required to obtain  the  prior
approval  of  the  Federal  Reserve Board  before  acquiring,  directly  or
indirectly,  ownership or control of more than 5 percent of the outstanding
shares of any class of voting securities, unless it already owns a majority
of the voting securities, or substantially all of the assets of any bank or
bank  holding company.  Prior approval of the Federal Reserve Board is also
required for the merger or consolidation of MCB Financial and another  bank
holding  company.   Furthermore,  the BHC Act  provides  that  the  Federal
Reserve Board will not approve any such acquisition that would result in or
further  the  creation  of  a  monopoly, or the  effect  of  which  may  be
substantially to lessen competition, unless the anticompetitive effects  of
the  proposed transaction are clearly outweighed by the probable effect  in
meeting the convenience and needs of the community to be served.

      Under  the  BHC Act, MCB Financial is, except in certain  statutorily
prescribed  instances,  prohibited from (i) acquiring  direct  or  indirect
ownership  or  control  of more than 5 percent of  the  outstanding  voting
shares  of any company which is not a bank or bank holding company or  (ii)
engaging,  directly  or  indirectly, in  activities  other  than  those  of
banking,  managing  or  controlling banks or  furnishing  services  to  its
subsidiaries.  However, MCB Financial may, subject to the prior approval of
the  Federal  Reserve Board, engage in any, or acquire shares of  companies
engaged in, activities that are deemed by the Federal Reserve Board  to  be
so  closely related to banking or managing or controlling banks as to be  a
proper  incident  thereto.  In making any such determination,  the  Federal
Reserve  Board  is  required to consider whether the  performance  of  such
activities  by MCB Financial or an affiliate can reasonably be expected  to
produce  benefits  to  the public, such as greater  convenience,  increased
competition or gains in efficiency, that outweigh possible adverse effects,
such  as undue concentration of resources, decreased or unfair competition,
conflicts  of  interest or unsound banking practices.  The Federal  Reserve
Board  is  also empowered to differentiate between activities commenced  de
novo  and  activities commenced by acquisition, in whole or in part,  of  a
going concern.

      The  Federal Reserve Board has by regulation determined that  certain
activities  are  so closely related to banking as to be a  proper  incident
thereto  within the meaning of the BHC Act.  These activities include,  but
are  not limited to the following: making, acquiring or servicing loans  or
other  extensions  of credit such as would be made by a  mortgage  company,
finance  company, credit card company, or factoring company;  operating  an
industrial  loan  company, industrial bank or Morris Plan bank;  performing
certain  data  processing  operations; providing investment  and  financial
advice  or  operating  as  a  trust company in certain  instances;  selling
travelers'  checks, U.S. savings bonds and certain money orders;  providing
certain  courier  services;  performing real estate  appraisals;  providing
management  consulting advice to nonaffiliated depository  institutions  in
some  instances; acting as an insurance agent for certain types of  credit-
related   insurance  and  underwriting  certain  types  of   credit-related
insurance;  leasing  property or acting as agent,  broker  or  advisor  for
leasing  property on a "full payout basis"; acting as a consumer  financial
counselor,   including  providing  tax  planning  and  return   preparation
services;  providing futures and options advisory services, check guarantee
services and discount brokerage services; operating a collection agency  or
credit bureau; or performing personal property appraisals.

     During 1996, the Federal Reserve Board increased the types of
activities in which bank holding companies can engage, and made it easier
to engage in such activities, by adopting interim regulations to implement
Section 2208 of the Economic Growth and Regulatory Paperwork Reduction Act
of 1996 (the "Economic Growth Act").  The Economic Growth Act permits
certain well-capitalized bank holding companies to engage (de novo or by
acquisition) in activities previously approved by regulation without
submitting a prior application.  Under the new procedure, a qualifying bank
holding company can engage in new permitted activities after providing 12
business days advance notice to the Federal Reserve Board.  To qualify, the
bank holding company must be well-capitalized and must have received a
sufficiently high composite rating and management rating during its last
examination.

     The interim rule defines well-capitalized for purposes of the new
procedures.  In general, in order for a bank holding company to be
considered well capitalized, it must (a) have a total risk-based capital
ratio of 10% or more, (b) have a  Tier 1 risk-based capital ratio of 6% or
more, (c) have either (i) a Tier 1 leverage ratio of 4% or more or (ii) a
composite rating of 1 or use a market risk adjustment to its risk-based
capital ratio, and have a tier 1 leverage ratio of 3% or more, and (d) not
be subject to any written agreement, order or capital directive issued by
the Federal Reserve Board.  This change in the law provides an advantage to
a well-capitalized bank holding company, permitting it to engage in new
activities more freely and quickly.  MCB Financial is considered well-
capitalized under this rule.

      The  Federal  Reserve Board also has determined  that  certain  other
activities are not so closely related to banking as to be a proper incident
thereto  within  the meaning of the BHC Act.  Such activities  include  the
following:  real estate brokerage and syndication; real estate development;
property  management; underwriting of life insurance not related to  credit
transactions;  and,  with certain exceptions, securities  underwriting  and
equity  funding.  In the future, the Federal Reserve Board may  add  to  or
delete from the list of activities permissible for bank holding companies.

      Under  the  BHC Act, a bank holding company and its subsidiaries  are
generally prohibited from acquiring any voting shares of or interest in all
or substantially all of the assets of any bank located outside the state in
which the operations of the bank holding company's banking subsidiaries are
principally conducted, unless the acquisition is specifically authorized by
the law of the state in which the bank to be acquired is located, or unless
the  transaction  qualifies under federal law as an  "emergency  interstate
acquisition"  of a closed or failing bank.  (See "Other Items -  Interstate
Banking and Branching," herein.)

      Under  the  BHC  Act and regulations adopted by the  Federal  Reserve
Board,  a  bank  holding  company  and  its  non-banking  subsidiaries  are
prohibited  from  requiring certain tie-in arrangements in connection  with
any  extension  of  credit,  sale or lease of  property  or  furnishing  of
services.   For example, with certain exceptions, a bank may not  condition
an  extension  of  credit  on a promise by its  customer  to  obtain  other
services provided by it, its holding company or other subsidiaries, or on a
promise by its customer not to obtain other services from a competitor.  In
1995,  the  Federal  Reserve  Board loosened  the  anti-tying  restrictions
somewhat, permitting banks to vary the consideration for a traditional bank
product  on condition that the customer obtain another traditional  product
from an affiliate of the bank.

Federal  law also imposes certain restrictions on transactions between  MCB
Financial  and its subsidiaries, including Metro Commerce.  As an affiliate
of  Metro  Commerce, MCB Financial is subject, with certain exceptions,  to
provisions of federal law imposing limitations on, and requiring collateral
for,  extensions  of  credit by Metro Commerce  to  its  affiliates.   (See
"RESTRICTIONS  ON  TRANSFERS OF FUNDS TO MCB FINANCIAL BY METRO  COMMERCE",
herein.)

      The Federal Reserve Board may require that MCB Financial terminate an
activity   or   terminate  control  of  or  liquidate  or  divest   certain
subsidiaries  or  affiliates when the Federal Reserve  Board  believes  the
activity  or  the  control  or the subsidiary or  affiliate  constitutes  a
serious risk to the financial safety, soundness or stability of any of  its
banking  subsidiaries and is inconsistent with sound banking principles  or
the  purposes of the BHC Act or the Financial Institutions Supervisory  Act
of  1966, as amended.  The Federal Reserve Board also has the authority  to
regulate  provisions  of  certain  bank  holding  company  debt,  including
authority  to  impose  interest ceilings and reserve requirements  on  such
debt.   Under certain circumstances, MCB Financial must file written notice
and  obtain approval from the Federal Reserve Board prior to purchasing  or
redeeming its equity securities.

     Furthermore, MCB Financial is required by the Federal Reserve Board to
maintain certain levels of capital.  The Federal Reserve Board's risk-based
capital guidelines establish a minimum level of qualifying total capital to
risk-weighted  assets of 8.00% (of which at least 4.00% should  be  in  the
form  of  Tier  I  capital).  Tier I capital generally consists  of  common
shareholder's  equity  less goodwill.  The regulations  set  forth  minimum
requirements,  and  the  Federal Reserve Board has reserved  the  right  to
require that companies maintain higher capital ratios.  As of December  31,
1996,  MCB  Financial  had  a ratio of total qualifying  capital  to  risk-
weighted  assets of 11.7% of which 10.7% was in the form of Tier I capital.
Additionally, the Federal Reserve Board has established a minimum  leverage
ratio  of  4.00%, except that the most highly rated bank holding  companies
may  operate  at  a  minimum leverage ratio of 3.00%.  The  leverage  ratio
consists  of Tier I capital divided by quarterly average assets,  excluding
goodwill.   As  of  December 31, 1996, MCB Financial's leverage  ratio  was
7.6%.  For a more complete description of the Federal Reserve Board's risk-
based and leverage capital guidelines, see "Effect of Governmental Policies
and Recent Legislation - Capital Adequacy Guidelines."

      Under  Federal Reserve Board regulations, a bank holding  company  is
required to serve as a source of financial and managerial strength  to  its
subsidiary banks and may not conduct its operations in an unsafe or unsound
manner.   In  addition, it is the Federal Reserve Board's  policy  that  in
serving  as  a  source of strength to its subsidiary banks, a bank  holding
company  should stand ready to use available resources to provide  adequate
capital funds to its subsidiary banks during periods of financial stress or
adversity and should maintain the financial flexibility and capital-raising
capacity to obtain additional resources for assisting its subsidiary banks.
A  bank  holding company's failure to meet its obligations to  serve  as  a
source of strength to its subsidiary banks will generally be considered  by
the Federal Reserve Board to be an unsafe and unsound banking practice or a
violation  of  the  Federal  Reserve Board's  regulations  or  both.   This
doctrine  has become known as the "source of strength" doctrine.   Although
the  United States Court of Appeals for the Fifth Circuit found the Federal
Reserve  Board's source of strength doctrine invalid in 1990, stating  that
the Federal Reserve Board had no authority to assert the doctrine under the
BHC  Act, the decision, which is not binding on federal courts outside  the
Fifth  Circuit,  was  reversed  by  the  United  States  Supreme  Court  on
procedural  grounds.   The validity of the source of strength  doctrine  is
likely  to  continue  to  be the subject of litigation  until  definitively
resolved by the courts or by Congress.

      MCB  Financial is also a bank holding company within the  meaning  of
Section 3700 of the California Financial Code.  As such, MCB Financial  and
its subsidiaries are subject to examination by, and may be required to file
reports with, the California State Banking Department.


Metro Commerce

      Metro  Commerce,  as a national banking association,  is  subject  to
primary supervision, periodic examination and regulation by the Comptroller
of  the Currency.  If, as a result of an examination of Metro Commerce, the
OCC should determine that the financial condition, capital resources, asset
quality,  earnings prospects, management, liquidity, or  other  aspects  of
Metro  Commerce's operations are unsatisfactory or that Metro  Commerce  or
its  management is violating or has violated any law or regulation, various
remedies  are  available to the OCC.  Such remedies include  the  power  to
enjoin  "unsafe  or  unsound" practices, to require affirmative  action  to
correct  any conditions resulting from any violation or practice, to  issue
an  administrative  order that can be judicially  enforced,  to  direct  an
increase  in capital, to restrict the growth of Metro Commerce,  to  assess
civil  monetary penalties, to remove officers and directors, and ultimately
to  terminate  Metro  Commerce's deposit insurance.   The  Federal  Deposit
Insurance  Corporation Improvement Act of 1991 ("FDICIA") has provided  the
Federal  Deposit  Insurance Corporation ("FDIC") with  similar  enforcement
authority  in  the absence of action by the OCC and upon a finding  that  a
bank is in an unsafe or unsound condition, is engaging in unsafe or unsound
activities, or that its conduct poses a risk to the deposit insurance  fund
or may prejudice the interests of its depositors.  Metro Commerce has never
been the subject of any such actions by the OCC or the FDIC.

      The  deposits  of  Metro  Commerce are insured  by  the  FDIC,  which
currently  insures deposits of each member bank generally to a  maximum  of
$100,000  per depositor.  For this protection, Metro Commerce,  as  is  the
case with all insured banks, pays a semi-annual statutory assessment and is
subject  to  certain  of  the  rules and  regulations  of  the  FDIC.  (See
"SUPERVISION  AND REGULATION - Effect on Governmental Policies  and  Recent
Legislation - Federal Deposit Insurance Corporation Improvement Act of 1991
- Deposit Insurance Assessments", herein.)  Metro Commerce is also a member
of  the  Federal  Reserve System, and as such is subject to the  applicable
provisions  of  the  Federal  Reserve  Act,  as  amended,  and  regulations
thereunder.   Metro  Commerce is also subject to applicable  provisions  of
California  law, insofar as they do not conflict with or are not  preempted
by federal banking law.

      Various requirements and restrictions under the laws of the State  of
California  and the United States affect the operations of Metro  Commerce.
(See "SUPERVISION AND REGULATION - Effect of Government Policies and Recent
Legislation",  herein.)  State and federal statutes and regulations  relate
to  many  aspects of Metro Commerce's operations, including but not limited
to  capital  to  assets ratios, reserves against deposits, maximum  lending
limitations,  loans,  investments, mergers  and  acquisitions,  borrowings,
dividends and locations of branch offices.

     Furthermore, Metro Commerce is required by the OCC to maintain certain
levels   of   capital.   For  a  description  of  the  risk-based   capital
regulations,  see  "SUPERVISION AND REGULATION  -  Effect  on  Governmental
Policies  and  Recent  Legislation - Federal Deposit Insurance  Corporation
Improvement Act of 1991 - Prompt Corrective Action"; and "Capital  Adequacy
Guidelines".

      Supervision, regulation and examination of Metro Commerce by the  OCC
and  other  banking regulatory agencies are generally intended  to  protect
depositors  and  are  not intended for the protection of  Metro  Commerce's
shareholders.

     The OCC has the authority to prohibit a bank from engaging in what, in
the  OCC's opinion, constitutes an unsafe or unsound practice in conducting
its  business.    Depending upon the financial condition of Metro  Commerce
and  upon other factors, the OCC could assert that the payment of dividends
or  other  payments by Metro Commerce to MCB Financial  might  be  such  an
unsafe or unsound practice.  Furthermore, the payment of dividends by Metro
Commerce  to  MCB  Financial  is  subject to  certain  restrictions.   (See
"RESTRICTIONS  ON  TRANSFERS OF FUNDS TO MCB FINANCIAL BY METRO  COMMERCE,"
herein.)   Also,  if  Metro Commerce were to experience either  significant
loan  losses  or rapid growth in loans or deposits, or if some other  event
resulting  in  a  depletion  or deterioration of Metro  Commerce's  capital
account were to occur, MCB Financial might be compelled by federal or state
bank  regulatory authorities to invest additional capital in Metro Commerce
in  an  amount  necessary to return the capital account to  a  satisfactory
level.

      Metro  Commerce  is also subject to certain restrictions  imposed  by
federal  law on any extensions of credit by Metro Commerce to MCB Financial
or  other  affiliates.  (See "RESTRICTIONS ON TRANSFERS  OF  FUNDS  TO  MCB
FINANCIAL BY METRO COMMERCE," herein.)

Effect of Governmental Policies and Legislation

      Government Fiscal and Monetary Policies.  Banking is a business which
depends  in  large part on rate differentials.  In general, the  difference
between  the interest rate paid by Metro Commerce on its deposits  and  its
other  borrowings and the interest rate received by Metro Commerce on loans
extended to its customers and securities held in Metro Commerce's portfolio
comprise  a  major portion of Metro Commerce's earnings.  These  rates  are
highly  sensitive  to  many factors that are beyond the  control  of  Metro
Commerce.  Accordingly, the earnings and growth of Metro Commerce  and  MCB
Financial  are  subject to the influence of domestic and  foreign  economic
conditions, including recession, unemployment and inflation.

      The  commercial  banking  business is not only  affected  by  general
economic  conditions  but  is also influenced by the  monetary  and  fiscal
policies of the federal government and the policies of regulatory agencies,
particularly  the  Federal  Reserve  Board.    The  Federal  Reserve  Board
implements  national  monetary policies (with objectives  such  as  curbing
inflation and combating recession) by its open-market operations in  United
States  Government securities, by adjusting the required level of  reserves
for  financial  institutions  and intermediaries  subject  to  its  reserve
requirements and by varying the discount rates applicable to borrowings  by
depository institutions.  The actions of the Federal Reserve Board in these
areas influence the growth of bank loans, investments and deposits and also
affect  interest rates charged on loans and paid on deposits.   The  nature
and impact of any future changes in monetary policies cannot be predicted.

      From  time  to time, legislation is enacted which has the  effect  of
increasing  the  cost of doing business, limiting or expanding  permissible
activities  or  affecting the competitive balance between banks  and  other
financial  institutions and intermediaries.  Proposals to change  the  laws
and  regulations  governing  the operations and  taxation  of  banks,  bank
holding  companies and other financial institutions and intermediaries  are
frequently  made  in  Congress, in the California  legislature  and  before
various bank regulatory and other professional agencies.  The likelihood of
any  major changes and the impact such changes might have on Metro Commerce
or  MCB  Financial are impossible to predict.  Certain of  the  potentially
significant changes which have been enacted, and proposals which have  been
made recently, are discussed below.

      Federal  Deposit Insurance Corporation Improvement Act of  1991.   In
1991  FDICIA was enacted into law.  Set forth below is a summary of certain
provisions  of that law and enabling regulations that have been adopted  or
proposed  by  the  Federal Reserve Board, the OCC,  the  Office  of  Thrift
Supervision and the FDIC (collectively, the "federal banking agencies").

      Prompt  Corrective Regulatory Action.  FDICIA requires  each  federal
banking agency to take prompt corrective action to resolve the problems  of
insured  depository  institutions that fall below one  or  more  prescribed
minimum capital ratios.  The purpose of this law is to resolve the problems
of  insured depository institutions at the least possible long-term cost to
the  appropriate  deposit  insurance fund.  The  prompt  corrective  action
provisions  of  FDICIA  provide  for certain  mandatory  and  discretionary
actions  by the appropriate federal banking regulatory agency, and  defines
the  following five categories in which any insured depository  institution
will be placed based on the level of its capital ratios: "Well capitalized"
(significantly   exceeding  the  required  minimum  capital  requirements),
"adequately  capitalized"  (meeting  the  required  capital  requirements),
"undercapitalized"  (failing to meet any one of the capital  requirements",
"significantly  undercapitalized"  (significantly  below  any  one  capital
requirement),  and  "critically  undercapitalized"  (failing  to  meet  all
capital requirements).

      In  1992  the  federal banking agencies issued substantially  uniform
final  regulations implementing the prompt corrective action provisions  of
FDICIA.   Under the regulations, an insured depository institution will  be
deemed to be:

    -"well  capitalized" if it has (i) a total risk-based capital ratio  of
     10%  or  greater,  (ii) a Tier 1 risk-based capital  ratio  of  6%  or
     greater,  (iii)  a leverage ratio of 5% or greater  and  (iv)  is  not
     subject  to  any  written  agreement, order or  capital  directive  or
     prompt  corrective  action directive to meet and maintain  a  specific
     capital level for any capital measure;

    -"adequately  capitalized"  if it has (i) a  total  risk-based  capital
     ratio  of 8% or greater, (ii) a Tier 1 risk-based capital ratio of  4%
     or  greater,  (iii) a leverage ratio of 4% or greater (or  a  leverage
     ratio  of 3% or greater if the institution is rated composite 1  under
     the  applicable regulatory rating system in its most recent report  of
     examination);  and  (iv)  does  not meet  the  definition  of  a  well
     capitalized bank;

    -"undercapitalized" if it has (i) a total risk-based capital  ratio  of
     less  than 8%, (ii) a Tier 1 risk-based capital ratio of less than  4%
     or  (iii)  a  leverage ratio of less than 4% (or a leverage  ratio  of
     less  than  3%  if  the  institution is rated composite  1  under  the
     applicable  regulatory  rating system in its  most  recent  report  of
     examination);

    -"significantly  undercapitalized" if it has  (i)  a  total  risk-based
     capital ratio of less than 6%, (ii) a Tier 1 risk-based capital  ratio
     of less than 3% or (iii) a leverage ratio of less than 3%; and

    -"critically undercapitalized" if it has a ratio of tangible equity  to
     total assets equal to or less than 2%.

      The  federal  banking agencies may also, under certain circumstances,
reclassify a "well capitalized" institution as "adequately capitalized"  or
require  an  "adequately capitalized" or "undercapitalized" institution  to
comply  with  supervisory actions as if it were in the next  lower  capital
category.  The federal banking agencies may take such action upon a showing
that  an institution is in an unsafe or unsound condition or is engaged  in
an  unsafe  or  unsound  practice (including  failure  to  correct  certain
unsatisfactory examination ratings).

      Insured  depository  institutions are subject to certain  incremental
supervisory restraints based on their actual or imputed ranking within  the
five  capital categories.  All such institutions are prohibited from paying
management fees to controlling persons or, with certain limited exceptions,
making  a  capital distribution if, after such transaction, the institution
would  be  undercapitalized.   If  an  insured  depository  institution  is
undercapitalized,  it will be closely monitored by the appropriate  federal
banking agency, subject to asset growth restrictions and required to obtain
prior  regulatory approval for acquisitions, branching and engaging in  new
lines of business.  Any undercapitalized depository institution must submit
an  acceptable capital restoration plan to the appropriate federal  banking
agency  45  days after becoming undercapitalized.  The appropriate  federal
banking agency cannot accept a capital plan unless, among other things,  it
determines that the plan (i) specifies the steps the institution will  take
to  become  adequately capitalized, (ii) is based on realistic  assumptions
and  (iii)  is  likely to succeed in restoring the depository institution's
capital.  Finally, the appropriate federal banking agency may impose any of
the   additional  restrictions  or  sanctions  that  it   may   impose   on
significantly  undercapitalized institutions if  it  determines  that  such
action will further the purpose of the prompt correction action provisions.
Also,  Federal Reserve Bank advances to such institutions (and institutions
rated composite 5 under the applicable regulatory rating system in its most
recent  report  of  examination)  for  more  than  60  days  are  generally
restricted.   In  order  to  receive regulatory approval  of  the  required
capital   restoration  plan,  a  company  controlling  an  undercapitalized
institution is required to guarantee its subsidiary's compliance  with  the
capital restoration plan, up to an amount equal to the lesser of 5% of  the
subsidiary bank's assets or the amount of the capital deficiency  when  the
bank first failed to comply with the plan.

       Significantly  or  critically  undercapitalized  insured  depository
institutions  and  undercapitalized insured depository  institutions  which
fail  to submit or in a material respect to implement an acceptable capital
restoration  plan  are  subject to one or more of the following  additional
regulatory actions (one or more of which is mandatory): (i) forced sale  of
voting shares to raise capital or, if grounds exist for conservatorship  or
receivership, a forced merger; (ii) restrictions on affiliate transactions;
(iii) limitations on interest rates paid on deposits; (iv) restrictions  on
asset  growth  or  required  shrinkage; (v) alteration  or  curtailment  of
activities  determined  by the regulators to pose  excessive  risk  to  the
institution:  (vi)  replacement of directors or senior executive  officers,
subject  to  certain  grandfather provisions for  those  elected  prior  to
enactment of FDICIA; (vii) prohibition on acceptance of correspondent  bank
deposits;  (viii)  restrictions on capital  distributions  by  the  holding
companies of such institutions; (ix) forced divestiture of an institution's
subsidiaries or divestiture by a bank holding company of an institution  or
a  financially  troubled non-banking affiliate; or  (x)  other  actions  as
determined  by the appropriate federal regulator.  The appropriate  federal
banking   agency  has  discretion  to  determine  which  of  the  foregoing
restrictions or sanctions it will seek to impose; however, it  is  required
to  force  a  sale  of  voting  shares or merger,  impose  restrictions  on
affiliate  transactions and impose restrictions on rates paid  on  deposits
unless it determines that such actions would not further the purpose of the
prompt  corrective  action  provisions.  In  addition,  without  the  prior
written approval of the appropriate federal banking agency, a significantly
undercapitalized institution may not pay any bonus to its senior  executive
officers or provide compensation to any of them at a rate that exceeds such
officer's  average rate of base compensation during the 12 calendar  months
preceding the month in which the institution became undercapitalized.

      FDICIA  and its enabling regulations provide for further restrictions
applicable   solely  to  critically  undercapitalized  insured   depository
institutions,  including  at  a  minimum,  prohibitions  on  the  following
activities  without  the  appropriate  federal  regulator's  prior  written
consent:  (i) entering into material transactions other than in  the  usual
course   of   business;   (ii)  extending  credit  for   highly   leveraged
transactions;  (iii)  amending an institution's  charter  or  bylaws;  (iv)
making  a  material change in accounting methods; (v) engaging  in  certain
transactions  with  affiliates;  (vi)  paying  excessive  compensation   or
bonuses;  or (vii) paying rates on new or renewed liabilities significantly
in excess of market rates.  Additionally, 60 days after becoming critically
undercapitalized,  an  institution may not make  payments  of  interest  or
principal on subordinated debt without the permission of the FDIC  and  its
primary  federal regulator (this provision is waived until 1996 for certain
grandfathered subordinated debt).  Most importantly, however, except  under
limited  circumstances, the appropriate federal banking agency,  not  later
than  90  days  after an insured depository institution becomes  critically
undercapitalized, is required to appoint a conservator or receiver for  the
institution.   The board of directors of an insured depository  institution
will  not  be  liable to the institution's shareholders  or  creditors  for
consenting in good faith to the appointment of a receiver or conservator or
to an acquisition or merger as required by the regulator.

      Although  Metro  Commerce was deemed to be  well  capitalized  as  of
December 31, 1996 under the prompt corrective action provisions of  FDICIA,
a  subsequent reduction in Metro Commerce's capital could cause it to  fall
within  a  lower  capital  category and subject it  to  the  mandatory  and
discretionary  sanctions applicable to that category.   Further,  as  noted
above,  an  institution that, based upon its capital levels, is  adequately
capitalized  or  undercapitalized  can,  under  certain  circumstances,  be
reclassified to the next lower capital category.

      Rules Governing Insiders.     FDICIA restates and enhances the  scope
of the Federal Reserve Act limitations of extensions of credit to officers,
directors, and principal shareholders of member banks.  FDICIA expands  the
scope  of  the  Federal  Reserve  Act restrictions  to  include  all  state
nonmember  banks.   Under  FDICIA, insider loan limitations  applicable  to
banks will also be made applicable to their subsidiaries.

      FDICIA also provides that the total of all extensions of credit by an
institution to all insiders and related interests may not exceed the bank's
unimpaired  capital  and unimpaired surplus. FDICIA  empowers  the  Federal
Reserve  Board  to  impose  more  stringent  limitations  on  such   loans.
Extensions of credit that were valid on the date of FDICIA's enactment  are
not affected.

      Standards  for  Safety and Soundness.  In 1995  the  federal  banking
agencies  adopted  safety and soundness standards establishing  operational
and managerial standards for all insured depository institutions.  In 1996,
the  agencies adopted additional guidelines for asset quality and earnings.
The  standards,  which  were issued in the form of guidelines  rather  than
regulations,  relate  to internal controls, information  systems,  internal
audit  systems,  loan  underwriting  and  documentation,  compensation  and
interest  rate exposure.  In general, the standards are designed to  assist
the  federal  banking  agencies in identifying and addressing  problems  at
insured  depository institutions before capital becomes  impaired.   If  an
institution fails to meet these standards, the appropriate federal  banking
agency may require the institution to submit a compliance plan.  Failure to
submit a compliance plan may result in enforcement proceedings.  The effect
of  the guidelines on Metro Commerce depends on how they are implemented by
the  OCC.  Metro Commerce expects that the guidelines may increase the cost
of  doing business, since it must now document compliance with all  of  the
requirements in the guidelines.

     Brokered Deposits.   During 1992 the FDIC adopted regulations pursuant
to  FDICIA  which  govern  the  receipt of brokered  deposits.   Under  the
regulations, brokered deposits include any deposit obtained from or through
a  deposit  broker, and include deposits, however obtained, of institutions
that offer rates "significantly higher" than those in the market area.   An
institution  may  only  accept  brokered  deposits  if  it  is  (i)   "well
capitalized"  or (ii) "adequately capitalized" and receives a  waiver  from
the  FDIC.   "Adequately capitalized" institutions that receive waivers  to
accept  brokered deposits are, however, subject to certain  limits  on  the
maximum  rates  which  they  may pay on such deposits.   "Undercapitalized"
institutions  may not accept brokered deposits, nor may they offer  deposit
instruments  yielding in excess of 75 basis points over  prevailing  yields
offered  on  comparable  instruments in the relevant  market  area.   Also,
FDICIA  provides  that  the FDIC shall not, in most circumstances,  provide
deposit  insurance coverage on a "pass-through" basis for certain  employee
benefit  plans to institutions prohibited from accepting brokered deposits.
The   definitions  of  "well  capitalized,"  "adequately  capitalized"  and
"undercapitalized"  for  purposes  of  the  brokered  deposit   regulations
generally conform with the definitions of those terms adopted by  the  FDIC
for  purposes  of implementing the prompt corrective action  provisions  of
FDICIA.  (See  "Effect  of Governmental Policies and Recent  Legislation  -
Federal  Deposit  Insurance Corporation Improvement Act of  1991  -  Prompt
Corrective Regulatory Action.")  Metro Commerce does not believe  that  the
application  of these rules will have a material effect on its  ability  to
fund operations or its financial condition.

      Real  Estate Lending Standards.   Pursuant to authority contained  in
FDICIA,  the  federal  banking  agencies adopted  final  regulations  which
require  insured depository institutions to establish and maintain  written
internal  real estate lending policies.  These policies must be  consistent
with  safe and sound banking practices and be appropriate for the size  and
nature of the institution involved.  Additionally, they must be established
by each institution only after it has considered the Interagency Guidelines
for  Real  Estate  Lending Policies, which are made a  part  of  the  final
regulations.   The regulations require that certain specific  standards  be
addressed  relating  to loan portfolio diversification  standards,  prudent
underwriting    standards    (including   loan-to-value    limits),    loan
administration  procedures,  and  documentation,  approval  and   reporting
requirements.   Each institution's lending policies must  be  reviewed  and
approved  by  the institution's board of directors at least  once  a  year.
Finally,  each institution is expected to monitor conditions  in  its  real
estate  market  to  ensure that its lending policies  are  appropriate  for
current market conditions.  The regulations do not set forth specific loan-
to-value  limits, but the Interagency Guidelines do provide certain  limits
which should not be exceeded except under limited circumstances.

      Deposit Insurance Assessments.  The FDIC has established a risk-based
deposit insurance premium system that was mandated by FDICIA.  Under  these
regulations, members of the Bank Insurance Fund ("BIF") are subject  to  an
assessment  rate  schedule of 0 cents per $100 of deposits  (subject  to  a
statutory  minimum  annual assessment of $2,000) to 27 cents  per  $100  of
deposits.

      To determine the risk-based assessment for each institution, the FDIC
categorizes  an institution as well capitalized, adequately capitalized  or
undercapitalized   based  on  its  capital  ratios.   A  well   capitalized
institution is one that has at least a 10% total risk-based capital  ratio,
a  6% Tier 1 risk based capital ratio and a 5% leverage capital ratio.   An
adequately  capitalized institution will have at least an  8%  total  risk-
based capital ratio, a 4% Tier 1 risk based capital ratio and a 4% leverage
capital  ratio.   The FDIC also assigns each institution to  one  of  three
subgroups based upon reviews by the institution's primary federal or  state
regulator,  statistical  analyses  of  financial  statements,   and   other
information relevant to evaluating the risk posed by the institution.  As a
result,  the  assessment  rates  for 1997  within  each  of  three  capital
categories will be as follows (expressed as cents per $100 of deposits):

                                                 Supervisory
                                                  Subgroup
                                                  A    B    C
          Well Capitalized.................       0    3    17
          Adequately capitalized...........       3   10    24
          Undercapitalized.................      10   24    27

     Under the 1997 risk-related premium schedule, Metro Commerce is exempt
from  the BIF premium, and therefore pays the minimum annual assessment  of
$2,000.

      BIF  and SAIF Recapitalization.  FDICIA provided the FDIC with  three
additional  sources of funds to protect deposits insured by the  BIF:   The
FDIC  was  authorized  to borrow up to $30 billion dollars  from  the  U.S.
Treasury; to borrow from the Federal Financing Bank up to 90% of  the  fair
market  value  of assets of institutions acquired by the FDIC as  receiver;
and to borrow from financial institutions that are members of the BIF.  Any
borrowings  not  repaid by asset sales are to be repaid  through  insurance
premiums  assessed  to  member  institutions.   These  premiums   must   be
sufficient  to  repay  any borrowed funds within 15 years  and  to  provide
insurance  fund reserves of $1.25 for each $100 of insured  deposits.   The
result  of these provisions is that the assessment rate on deposits of  BIF
members  could  increase in the future.  The FDIC  also  has  authority  to
impose special assessments against insured deposits.

     In addition, the crisis in the savings and loan industry during the
late 1980's led to the dissolution of the Federal Savings and Loan
Insurance Corporation and the insurance of thrift deposits through a
separate fund of the FDIC called the Saving Association Insurance fund
("SAIF"), as well as the issuance of bonds by the Financing Corporation
("FICO") to cover some of the losses incurred by failed savings
associations.  As the banking industry in general has become more healthy
since 1990, deposit insurance premiums for well-managed and strongly-
capitalized BIF insured institutions have decreased to the low levels
described above.  However, because of the cost of carrying the FICO bonds
and because the SAIF still needed to build reserves, deposit insurance
premiums for SAIF insured institutions have not decreased along with the
premiums for BIF insured institutions.  This created a large disparity
between the cost of deposit insurance and healthy banks and similarly
situated thrifts, leading healthy thrifts to seek ways to either convert to
BIF insurance or to obtain BIF insurance for some portions of their
deposits in order to remain competitive with banks.  This migration of
deposits increased the pressure on the remaining thrifts to build up
reserves at the SAIF and pay the cost of servicing the FICO bonds.

     Subtitle G of the Economic Growth Act required the remaining SAIF
institutions to pay a one-time deposit assessment of $.657 per $100 of
insured deposits in order to recapitalize the SAIF fund, and required the
banking agencies to take action to prevent the migration of deposits from
the SAIF to the BIF funds until the year 2000.  In addition, the cost of
carrying the FICO bonds is now allocated between BIF insured institutions
and SAIF insured institutions, with BIF insured institutions paying 1/5 the
amount paid by SAIF insured institutions.  The FDIC recently estimated that
BIF institutions will pay an assessment of approximately $.0128 annually
per $100 insured deposits, and that SAIF institutions will pay
approximately $.0644 annually per $100 of insured deposits.  Starting in
the year 2000, BIF and SAIF institutions will share the FICO bond costs
equally, with an estimated assessment of $.0243 annually per $100 of
insured deposits.

     This legislation will increase Metro Commerce's premiums, as it will
now be required to share in the cost of carrying the FICO bonds.  The
increase will be slight until the year 2000, at which time it will
increase.

      Improved  Examinations.   All  insured depository  institutions  must
undergo  a  full-scope,  on-site examination by their  appropriate  federal
banking agency at least once every 18 months.  The cost of examinations  of
insured depository institutions and any affiliates may be assessed  by  the
appropriate federal banking agency against each institution or affiliate as
it deems necessary or appropriate.

      Other  Items.   FDICIA  also, among other  things,  (i)  directs  the
appropriate  federal  banking agency to determine  the  amount  of  readily
marketable  purchased mortgage servicing rights that  may  be  included  in
calculating  an  institution's tangible, core and risk-based  capital;  and
(ii)  provides,  that, subject to certain limitations, any federal  savings
association   may  acquire  or  be  acquired  by  any  insured   depository
institution.

      The  impact  of  FDICIA on Metro Commerce and MCB  Financial  remains
uncertain  to  some extent.  Certain provisions, such as  the  real  estate
lending  standards  and the rules governing compensation,  fees  and  other
operating policies, may affect the way in which Metro Commerce conducts its
business, and other provisions, such as those relating to the establishment
of  the  risk-based premium system, may adversely affect  Metro  Commerce's
results of operations.

      Interstate Banking and Branching.  The Riegle-Neal Interstate Banking
and  Branching Efficiency Act of 1994 (the "Interstate Act") permits a bank
holding  company that is adequately capitalized and managed to  acquire  an
existing bank located in another state without regard to state law.  A bank
holding  company  is  not permitted to make such an  acquisition  if,  upon
consummation,  it would control (a) more than 10% of the  total  amount  of
deposits of insured depository institutions in the United States or (b) 30%
or more of the deposits in the state in which the bank is located.  A state
may  limit the percentage of total deposits that may be held in that  state
by  any  one bank or bank holding company if doing so does not discriminate
against  out-of-state banks.  An out-of-state bank holding company may  not
acquire  a state bank that has been in existence for less than the  minimum
length  of time prescribed by state law, except that a state may not impose
more that a five year existence requirement.

      The  Interstate Act also permits, beginning June 1, 1997, mergers  of
insured banks located in different states and conversion of the branches of
the  acquired  bank into branches of the resulting bank.   Each  state  may
permit  such  combinations  earlier  than  June  1,  1997,  and  may  adopt
legislation to prohibit interstate mergers after that date in that state or
in  other  states  by  that state's banks.  The same  concentration  limits
discussed  in  the  preceding paragraph apply.   The  Interstate  Act  also
permits  a  national or state bank to establish branches in a  state  other
than its home state if permitted by the laws of that state, subject to  the
same requirements and conditions as for a merger transaction.

      In  1995 California enacted state legislation in accordance with  the
Riegle-Neal  Act.   The  state  law  permits  banks  headquartered  outside
California  to  acquire or merge with California banks that  have  been  in
existence  for at least five years, and to thereby establish  one  or  more
California  branch offices.  An out-of-state bank may not enter  California
by  acquiring one or more branches of a California bank or other operations
constituting  less than the whole bank.  The law authorizes waiver  of  the
30%  limit  on  state-wide market share for deposits as  permitted  by  the
Riegle-Neal Act.  This law also authorizes California state-licensed  banks
to  conduct  certain banking activities (including receipt of deposits  and
loan payments and conducting loan closings) on an agency basis on behalf of
out-of-state  banks and to have out-of-state banks conduct  similar  agency
activities on their behalf.

     The Interstate Act also authorizes California state-chartered banks to
appoint  unaffiliated  banks  in other states  to  act  as  agents  of  the
California  state-chartered bank by accepting deposits and evaluating  loan
applications  on  behalf of the principal bank.  Since national  banks  may
only  establish  agency relationships with affiliated banks,  the  expanded
authority  for  state-chartered  banks  could  place  national   banks   in
California  at a disadvantage in the event many state-chartered  banks  use
agency relationships with unaffiliated entities to increase their business.
Other  than that possibility, management of MCB Financial does not  believe
that  the Interstate Act nor the California interstate banking law has  had
or  will have any material effect on Metro Commerce, MCB Financial  or  the
market for MCB Financial's common stock.

      The  Riegle Community Development and Regulatory Improvement  Act  of
1994.   The Riegle Community Development and Regulatory Improvement Act  of
1994  ("Community  Development  Act")  involves  many  aspects  of  banking
regulation.   It  is  anticipated  that the  Act  may  reduce  the  overall
regulatory  burden  on Metro Commerce.  At this time,  however,  management
does  not  anticipate  that the Community Development  Act  will  have  any
material effect on Metro Commerce or its operations.

      Capital Adequacy Guidelines.    The Federal Reserve Board and the OCC
have  issued guidelines to implement risk-based capital requirements.   The
guidelines   establish  a  systematic  analytical  framework   that   makes
regulatory  capital  requirements more sensitive  to  differences  in  risk
profiles  among banking organizations, takes off-balance sheet  items  into
account  in  assessing  capital adequacy, and minimizes  dis-incentives  to
holding liquid, low-risk assets.  Under these guidelines, assets and credit
equivalent  amounts of off-balance sheet items, such as letters  of  credit
and  outstanding  loan  commitments are assigned to  one  of  several  risk
categories,  which range from 0% for risk-free assets,  such  as  cash  and
certain  U.S.  Government  securities, to  100%  for  relatively  high-risk
assets,  such as loans and investments in fixed assets, premises and  other
real  estate owned.  The aggregated dollar amount of each category is  then
multiplied by the risk weight associated with that category.  The resulting
weighted values from each of the risk categories are then added together to
determine the amount of total risk-weighted assets.

      A  banking  organization's qualifying total capital consists  of  two
components: Tier 1 capital (core capital) and Tier 2 capital (supplementary
capital).   Tier  1  capital consists primarily of  common  stock,  related
surplus,  retained  earnings  and certain perpetual  preferred  stocks  and
minority  interests  in  the equity accounts of consolidated  subsidiaries.
Intangibles, such as goodwill are generally deducted from Tier  1  capital;
however  purchased  mortgage  servicing rights  and  purchase  credit  card
relationships may be included subject to certain limitations.  At least 50%
of a banking organization's total regulatory capital must consist of Tier 1
capital, less goodwill.

      Tier 2 capital may consist of (i) the allowance for possible loan and
lease  losses  in  an  amount  up to 1.25% of risk  weighted  assets;  (ii)
cumulative  perpetual preferred stock and long-term preferred stock  (which
for  bank  holding companies must have an original maturity of 20 years  or
more)  and  related surplus; (iii) hybrid capital instruments  (instruments
with characteristics of both debt and equity), perpetual debt and mandatory
convertible debt securities; and (iv) eligible term subordinated  debt  and
intermediate-term preferred stock with an original maturity of  five  years
or  more,  including related surplus, in an amount up  to  50%  of  Tier  1
capital.   The  inclusion of the foregoing elements of Tier  2  capital  is
subject  to  certain  requirements and limitations of the  federal  banking
agencies.

      The  Federal  Reserve Board and the OCC have each adopted  a  minimum
leverage ratio of Tier 1 capital to total assets of 4.00%, except that  the
highest rated banks may operate at a minimum leverage ratio of 3.00%.   The
leverage   ratio   is  only  a  minimum.   Institutions   experiencing   or
anticipating  significant  growth or those with  other  than  minimum  risk
profiles  will  be  expected to maintain capital  well  above  the  minimum
levels.

      Under  the so-called "prompt corrective action" provisions of  FDICIA
and  the  regulations  promulgated  thereunder,  Metro  Commerce  will   be
considered  "adequately capitalized" if it has a ratio of qualifying  total
capital  to  risk-weighted assets of 8.00%, Tier 1 capital to risk-weighted
assets of 4.00% and a leverage ratio of 4.00% or greater.  To be considered
"well  capitalized"  Metro Commerce must have a ratio of  qualifying  total
capital  to risk-weighted assets of 10.00%, Tier 1 capital to risk-weighted
assets of 6.00% and a leverage ratio of 5.00% or greater as well as not  be
subject  to any order or directive.  Under certain circumstances,  the  OCC
may  require an "adequately capitalized" institution to comply with certain
mandatory  or  discretionary supervisory actions as if Metro Commerce  were
undercapitalized.    (see   "SUPERVISION  AND  REGULATION   -   Effect   of
Governmental  Policies and Recent Legislation - Federal  Deposit  Insurance
Corporation Improvement Act of 1991 - Prompt Corrective Action", herein.)

      The  capital  adequacy guidelines of the Federal  Reserve  Board  are
generally  applicable  to bank holding companies, such  as  MCB  Financial,
while the guidelines of the OCC are generally applicable to national banks,
such as Metro Commerce.  However, the Federal Reserve Board's guidelines do
not  apply to bank holding companies with total consolidated assets of less
than  $150  million.   As  of December 31, 1996, MCB  Financial  had  total
consolidated assets of $131.5 million.  Accordingly, MCB Financial  is  not
subject  to any capital requirements other than those of the OCC  that  are
applicable to Metro Commerce.

     In August 1992, the Federal Reserve Board, the OCC and the FDIC issued
a  joint  advance notice of proposed rulemaking, in accordance with FDICIA,
seeking public comment on methods to take adequate account of interest rate
risk,  concentration  of  credit  risk and  the  risks  of  non-traditional
activities, as well as reflect the actual performance and expected risk  of
loss on multi-family mortgages in calculating risk-based capital.  Although
the  notice does not contain any agency proposals relating to concentration
of credit risk and risks of non-traditional activities, the notice includes
a  general framework for taking account of interest rate risk.  Under  that
framework,  institutions with interest rate risk exposure in  excess  of  a
certain  threshold  (1%  of  assets) would  be  required  to  hold  capital
proportionate to that excess risk.  Exposures would be measured in terms of
the change in the present value of an institution's assets minus the change
in the present value of its liabilities and off-balance sheet positions for
an assumed 100 basis point parallel shift in market interest rates.   Metro
Commerce  is unable to predict the form in which these proposed regulations
will ultimately be adopted or the effect such regulations would have on the
operations and capital adequacy of Metro Commerce or MCB Financial.

     In 1995 the federal banking agencies issued a rule relating to capital
standards  and  the  risks  arising from the concentration  of  credit  and
nontraditional activities.  Institutions which have significant amounts  of
their  assets  concentrated  in high risk loans or  nontraditional  banking
activities and who fail to adequately manage these risks, will be  required
to  set  aside capital in excess of the regulatory minimums.   The  federal
banking   agencies  have  not  imposed  any  quantitative  assessment   for
determining  when  these risks are significant, but have  identified  these
issues  as  important factors they will review in assessing  an  individual
bank's capital adequacy.

      Federally  supervised  banks and savings associations  are  currently
required  to  report deferred tax assets in accordance  with  Statement  of
Financial  Accounting  Standards ("SFAS") No. 109.  (See  "SUPERVISION  AND
REGULATION  -  Effect  of Governmental Policies and  Recent  Legislation  -
Accounting  Changes,"  herein.)  The federal banking agencies  have  issued
rules governing banks and bank holding companies which limit the amount  of
deferred  tax  assets  that  are allowable in  computing  an  institution's
regulatory capital.  Deferred tax assets that can only be realized  through
future taxable earnings are limited for regulatory capital purposes to  the
lesser  of  (i)  the amount that can be realized within  one  year  of  the
quarter-end  report  date or (ii) 10% of Tier 1  capital.   The  amount  of
deferred taxes in excess of this limit, if any, would be excluded from Tier
1  capital and total assets in regulatory capital calculations.  Management
does not expect implementation of these rules to have a material impact  on
Metro Commerce's regulatory capital levels.


     Community Reinvestment Act Developments.  The federal banking agencies
substantially amended the Community Reinvestment Act ("CRA") regulations in
1995, and issued guidelines and explanations of the new regulations in
1996.  CRA assesses a bank's record of meeting the credit needs of its
entire community, including minorities and low and moderate income groups.

     Under the revised CRA regulations, the agencies determine a bank's
rating under the CRA by evaluating its performance on lending, service and
investment tests, with the lending test being the most important.  The
tests are applied in an "assessment context" that is developed for the
particular institution and that takes into account demographic data about
the bank's community, the community's characteristics and needs, the
institution's capacities and constraints, the institution's product
offerings and business strategy, the institution's prior performance, and
data on similarly situated lenders.  Since the assessment context is
developed by the agencies, a particular bank will not know whether its CRA
programs and efforts have been sufficient until it is examined.

     The revised regulations require larger institutions to compile and
report certain data on their lending activities in order to measure
performance.  Some of this data is already required under other laws, such
as the Equal Credit Opportunity Act.

     Small institutions (those with less than $250 million in assets) are
now examined on a "streamlined assessment method."  The streamlined method
focuses on the institution's loan to deposit ratio, degree of local
lending, record of lending to borrowers and neighborhoods of differing
income levels, and record of responding to complaints.  The federal
regulators have reported that under the new regulations the time spent at
the banks to conduct CRA examinations is reduced, and that the banks spend
less time on paperwork evidencing compliance.

     On March 8, 1996, the federal banking agencies issued joint
examination procedures applicable to compliance examination under the new
CRA regulations.  On October 21, 1996, the Consumer Compliance Task Force
of the Federal Financial Institutions Examination Council issued additional
guidelines for CRA compliance.  Starting on July 1, 1997, the new
procedures and guidelines will apply to larger institutions.

     Large and small institutions have the option of being evaluated for
CRA purposes in relation to their own pre-approved strategic plan.  Such a
strategic plan must be submitted to the institution's regulator three
months before its effective date and must be published for public comment.

     Metro Commerce is currently considered a small institution under the
CRA regulations and it will be a small institution until it has assets of
greater than $250 million at the ends of two years in a row.  The initial
impact of this amendment on the business of Metro Commerce will be less
than the impact when Metro Commerce no longer qualifies as a small
institution.  At that time, the new regulations will increase the amount of
reports Metro Commerce is required to prepare and submit, and it could
cause Metro Commerce to change its asset mix in order to meet the
performance standards.  At this time, the new regulations have increased
the uncertainty of Metro Commerce's business, both as the rating and
examination procedures change and as Metro Commerce grows to the extent
that it and may no longer qualify as a small institution.

     The federal regulators are required to take an institution's CRA
record into account when evaluating an application for new deposit
facilities, such as a bank merger, establishment of a branch, a new charter
or relocation of a branch or home office.  In the Metro Commerce's most
recent compliance examination dated August 31, 1995, Metro Commerce
received a "satisfactory" rating for its CRA performance.

     Accounting Changes.

     In June of 1996, Statement of Financial Accounting Standards (SFAS)
No. 125, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities" was issued.  This statement establishes
standards for when transfers of financial assets, including those with
continuing involvement by the transferor, should be considered a sale.
SFAS No. 125 also establishes standards for when a liability should be
considered extinguished.  In December 1996, the Financial Accounting
Standards Board issued SFAS No. 127.  SFAS 127 reconsiders certain
provisions of SFAS 125 and defers for one year the effective date of
implementation for transactions related to repurchase agreements, dollar-
roll repurchase agreements, securities lending, and similar transactions.
This statement is effective for transfers of assets and extinguishments of
liabilities after December 31, 1996, applied prospectively.  Earlier
adoption or retroactive application of this statement is not permitted.
SFAS No. 125 is not expected to have a material effect on MCB Financial's
financial statements.

     On January 1, 1996, the Company adopted SFAS No. 121, Accounting for
the Impairment of long-lived assets, such as premises, furniture and
equipment, certain identifiable intangibles and goodwill related to those
assets.  Long-lived assets and certain indentifiable intangibles are to be
reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.  An
impairment loss is recognized when the sum of the future cash flows
expected from the use of the asset and its eventual disposition
(undiscounted and without interest charges) is less than the carrying
amount of the asset.  The Statement also requires that long-lived assets
and indentifiable intangibles, except for assets of a discontinued
operation held for disposal, be accounted for at the lower of cost or fair
value less cost to sell.  MCB Financial has implemented SFAS No. 121 and
has determined that the measurement of impairment loss is not material.

     MCB Financial adopted SFAS No. 123, "Accounting for Stock-Based
Compensation" on January 1, 1996.  SFAS 123 establishes accounting and
disclosure requirements using a fair value-based method of accounting for
stock-based compensation plans.  As allowed under the provisions of SFAS
123, MCB Financial has chosen to continue using the intrinsic value-based
method of valuing stock options prescribed in Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" and related
Interpretations.  Under the intrinsic value-based method, compensation cost
is measured as the amount by which the quoted market price of MCB
Financial's stock at the date of grant exceeds the stock option exercise
price.  Accordingly, no compensation expense has been recognized in the
financial statements for employee stock arrangements.


     Environmental Regulation

     Federal, state and local regulations regarding the discharge of
materials into the environment may have an impact on both MCB Financial and
Metro Commerce.  Under federal law, liability for  environmental damage and
the cost of cleanup may be imposed upon any person or entity who owns or
operates contaminated property.  State law provisions, which were modeled
after Federal law, impose substantially similar requirements.  Both federal
and state laws were amended in 1996 to provide generally that a lender who
is not actively involved in operating the contaminated property will not be
liable to clean up the property, even if the lender has a security interest
in the property or becomes an owner of the property through foreclosure.

     The Economic Growth Act includes protection for lenders from liability
under the Comprehensive Environmental Response, Compensation and Liability
Act of 1980 ("CERCLA") by adding a new section which specifies the actions
a lender may take with respect to lending and foreclosure activities
without incurring environmental clean-up liability or responsibility.
Under the new section typical contractual provisions regarding
environmental issues in the loan documentation and due diligence
inspections conducted in connection with lending transactions will not lead
to lender liability for clean-up, and a lender may foreclose on
contaminated property, so long as the lender merely maintains the property
and moves to divest it at the earliest possible time.

     Under California law, a lender generally will not be liable to the
State for the cost associated with cleaning up contaminated property unless
the lender realized some benefit from the property, failed to divest the
property promptly, caused or contributed to the release of the hazardous
materials, or made the loan primarily for investment purposes.  This
amendment to California law became effective with respect to judicial
proceedings filed and orders issued after January 1, 1997.

     The extent of the protection provided by both the federal and state
lender protection statutes will depend on the interpretation of those
statutes administrative agencies and courts, and Metro Commerce cannot
predict whether it will be adequately protected for the types of loans made
by Metro Commerce.

     In addition, MCB Financial and Metro Commerce remain subject to the
risk that a borrower's financial position will be impaired by liability
under the environmental laws and that property securing a loan made by
Metro Commerce may be environmentally impaired and therefore not provide
adequate security for Metro Commerce.  California law provides some
protection against the second risk by establishing certain additional,
alternative remedies for a lender in circumstances where the property
securing a loan is later found to be environmentally impaired, permitting
the lender to pursue remedies against the borrower other than foreclosure
under the deed of trust.

     Metro Commerce attempts to protect its position against the remaining
environmental risks by performing prudent due diligence.  Environmental
questionnaires and information on use of toxic substances are requested as
part of Metro Commerce's underwriting procedures.  Metro Commerce makes
lending based upon its evaluation of the collateral, the net worth of the
borrower and the borrower's capacity for unforeseen business interruptions
or risks.

     Americans With Disabilities Act

     The Americans With Disabilities Act ("ADA"), in conjunction with
similar California legislation, has increased the cost of doing business
for banks.  The legislation requires employers with 15 or more employees
and all businesses operating "commercial facilities" or "public
accommodations" to accommodate disabled employees and customers.  The ADA
has two major objectives:  (1) to prevent discrimination against disabled
job applicants, job candidates and employees, and (2) to provide disabled
persons with ready access to commercial facilities and public
accommodations.  Commercial facilities, such as Metro Commerce, must ensure
that all new facilities are accessible to disabled persons, and in some
instances may be required to adapt existing facilities to make them
accessible.

     New and Pending Legislation

     Economic Growth and Regulatory Paperwork Reduction Act of 1996

     In addition to the provisions discussed above, the Economic Growth Act
also included many regulatory relief provisions applicable to MCB Financial
and Metro Commerce.  National banks no longer need to submit branch
applications with respect to ATM machines.  Application procedures for MCB
Financial to engage in certain non-banking activities will be streamlined,
so long as MCB Financial maintains an adequate financial position and is
considered well-managed.  The lending restrictions on directors and
officers have been relaxed to permit loans having favorable terms under
employee benefit plans.  The Federal Reserve Board and the department of
Housing and Urban Development ("HUD") are required to simplify and improve
their regulations with respect to disclosures relating to certain mortgage
loans, and certain exemptions from the disclosure requirements were added.

     The Economic Growth Act also provides protection for lenders who self-
test for compliance with the Equal Credit Opportunity At (the "ECOA") and
the Fair Housing Act ("FHA").  The ECOA now provides that the results or
report generated or obtained by a bank from a self-test may not be obtained
by an agency, department or applicant to be used with respect to any
proceeding or civil action alleging a violation of the ECOA.  This change
in the law protects Metro Commerce against liability based on the results
of internal tests done to enhance compliance with the law and encourages
Metro Commerce to use self-testing to evaluate its compliance with the ECOA
and the FHA.


     On November 20, 1996, the OCC issued final regulations permitting
national banks to engage in a wider range of activities through
subsidiaries.  "Eligible institutions" (that is, national banks that are
well capitalized, have a high overall rating and a satisfactory CRA rating,
and are not subject to an enforcement order) may engage in activities
related to banking through operating subsidiaries after going through a new
expedited application process.  In addition, the new regulations include a
provision whereby a national bank may apply to the OCC to engage in an
activity through a subsidiary in which the bank itself may not engage.   In
determining whether to permit the subsidiary to engage in the activity, the
OCC will evaluate why the bank itself is not permitted to engage in the
activity and whether a Congressional purpose will be frustrated if the OCC
permits the subsidiary to engage in the activity.

     Although Metro Commerce is not currently intending to enter into any
new type of business, either relating to banking or that is not currently
permitted for a bank, this regulation could help Metro Commerce if it
determines to expand its operations in the future.  The amount of the
benefit to Metro Commerce depends on the extent to which the OCC permits
banks to engage in new lines of business, and whether Metro Commerce
qualifies as an "eligible institution" at such time as it might decide to
expand.

     New OCC Corporate Activities and Transaction Regulations

     On November 26, 1996, the OCC completely revised its rules to simplify
and streamline the procedures for corporate applications and notices by
national banks, including branch applications, fiduciary powers
applications, change in bank control, and changes in capital.  The
amendments became effective on December 31, 1996.  Metro Commerce is not
currently anticipating filing any corporate applications with the OCC, but
the new rules could have an effect on Metro Commerce if such an application
is required.

     ATM Fee Legislation

     In April of 1996, two of the larger ATM networks lifted their prior
restriction prohibiting ATM operators from directly surcharging
noncustomers who use their ATMs.  This action triggered a series of
legislative proposals and hearings with respect to whether such fees should
be regulated.  Part of the reason the lifting of the restriction on
surcharges was controversial was because customers may thereby be required
to pay two charges for a single transaction, one to the bank issuing the
ATM card and another to the operator of the ATM being used.

     Currently, Federal law requires a bank at which a depositor has an
account to disclose to its own customers the amount of fees it charges, and
California law requires an ATM operator to disclose to users of the ATM
machine who are using an ATM card issued by someone other than the ATM
operator that a fee will be charged.  California law was amended in 1996,
effective July 1, 1997, to require the operators of ATMs in California to
disclose to customers any surcharge or fee that the operator of the machine
will charge, including charges for mini-statements and other services.

     Metro Commerce owns and operates ATMs, and it issues ATM cards to its
customers.  This legislation will not have a significant effect on Metro
Commerce as it is currently stated, but other proposed changes could affect
Metro Commerce by limiting ATM charges to customers.

     Proposed Legislation and Regulation

     Certain legislative and regulatory proposals that could affect MCB
Financial, Metro Commerce and the banking business in general are pending,
or may be introduced, before the United States Congress, the California
State Legislature, and Federal and state government agencies.  The United
States Congress in particular is considering numerous bills that could
reform the banking laws substantially.  Other proposals to permit banks to
engage in related financial services and to permit other financial services
companies to offer banking-related services are pending and, if adopted,
would increase competition for Metro Commerce.

     It is not known to what extent, if any, these proposals will be
enacted and what effect such legislation would have on the structure,
regulation and competitive relationship of financial institutions.  It is
likely, however, that many of these proposals would subject MCB Financial
and Metro Commerce to increased regulation, disclosure and reporting
requirements and would increase competition for Metro Commerce and increase
its cost of doing business.

     In addition to pending legislative changes, the various banking
regulatory agencies frequently propose rules and regulations to implement
and enforce already existing legislation.  It cannot be predicted whether
or in what form any such legislation or regulations will be enacted or the
effect that such legislation may have on Metro Commerce's business.


RESTRICTIONS ON TRANSFERS OF FUNDS TO MCB FINANCIAL BY METRO COMMERCE

     Federal Reserve Board policy prohibits a bank holding company from
declaring or paying a cash dividend which would impose pressure on the
capital of subsidiary banks or would be funded only through borrowings or
other arrangements that might adversely affect the holding company's
financial position.  The policy further declares that a bank holding
company should not continue its existing rate of cash dividends on its
common stock unless its net income is sufficient to fully fund each
dividend and its prospective rate of earnings retention appears consistent
with its capital needs, asset quality and overall financial condition.
Other Federal Reserve Board policies forbid the payment by bank
subsidiaries to their parent companies of management fees which are
unreasonable in amount or exceed the fair market value of the services
rendered (or, if no market exists, actual cost plus a reasonable profit).

     MCB Financial is a legal entity separate and distinct from Metro
Commerce.  At present, substantially all of MCB Financial's revenues,
including funds available for the payments of dividends and other operating
expenses, are expected to be obtained from dividends paid to MCB Financial
from Metro Commerce.  Metro Commerce paid dividends in the amount of
$50,000 and $300,000 to MCB Financial in October, 1996 and  February, 1994,
respectively.  Until that time, funds to cover certain costs of MCB
Financial in connection with the Reorganization were provided by a $90,000
loan made to MCB Financial by John Cavallucci, MCB Financial's President
and Chief Executive Officer and Metro Commerce's Chief Executive Officer.
(See "INFORMATION CONCERNING THE BUSINESS AND PROPERTIES OF MCB FINANCIAL -
MCB Financial", herein.)

     There are statutory and regulatory limitations on the amount of
dividends which may be paid to MCB Financial by Metro Commerce.  Sections
56 and 60 of Title 12 of the United States Code contain the major
limitations on the payment of dividends by national banks.  Section 56
generally prohibits national banks from paying dividends out of capital,
and Section 60 further limits dividends, absent the OCC's approval, to the
amount of a national bank's recent earnings.

      Pursuant to Title 12, Metro Commerce may declare dividends from funds
legally  available  therefor, when and as declared by  the  Metro  Commerce
Board of Directors; provided, however, that dividends may not be paid  from
Metro  Commerce's  capital.  Dividends must be paid out  of  available  net
profits, after deduction of all current operating expenses, actual  losses,
accrued  dividends  on preferred stock, if any, and all federal  and  state
taxes.   Additionally,  a  national bank is  prohibited  from  declaring  a
dividend  on its shares of common stock until its surplus fund  equals  its
common  capital, or, if its surplus fund does not equal its common capital,
until at least one-tenth of such bank's net profits, for the preceding half
year  in  the case of quarterly or semi-annual dividends, or the  preceding
two  half years in the case of an annual dividend, are transferred  to  its
surplus fund each time dividends are declared.  Title 12 also provides that
the  approval of the Comptroller is required if the total of all  dividends
declared by a national bank in any calendar year exceeds the total  of  its
net profits for that year combined with its retained net profits of the two
preceding years, less any required transfers to surplus or a fund  for  the
retirement of any preferred stock.  Furthermore, the Comptroller  also  has
authority to prohibit the payment of dividends by a national bank  when  it
determines such payment to be an unsafe and unsound banking practice.

      At December 31, 1996, Metro Commerce had available $1,747,490 for the
payment of dividends.

      Under  the  prompt corrective action rules of FDICIA,  no  depository
institution,  such  as  Metro Commerce, may  issue  a  dividend  or  pay  a
management   fee   if   it   would  cause   the   institution   to   become
undercapitalized.  Additionally, undercapitalized institutions are  subject
to  restrictions  on  dividends  and management  fees,  as  well  as  other
automatic  actions.   Other  supervisory  actions  may  be  taken   against
institutions   that  are  significantly  undercapitalized,   as   well   as
undercapitalized  institutions that fail to submit any  acceptable  capital
restoration plan as required by law or that fail in any material respect to
implement an accepted plan.

     The OCC also has authority to prohibit Metro Commerce from engaging in
what,  in  the OCC's opinion, constitutes an unsafe or unsound practice  in
conducting  its  business.  It is possible, depending  upon  the  financial
condition  of  the bank in question and other factors, that the  OCC  could
assert  that the payment of dividends or other payments might,  under  some
circumstances, be such an unsafe or unsound practice.  Further, the OCC and
the  Federal Reserve Board have established guidelines with respect to  the
maintenance  of  appropriate levels of capital by  banks  or  bank  holding
companies  under  their jurisdiction.  Compliance with  the  standards  set
forth  in  such guidelines could limit the amount of dividends which  Metro
Commerce  or MCB Financial may pay.  (See "Effect of Governmental  Policies
and  Recent Legislation - Federal Deposit Insurance Corporation Improvement
Act  of  1991"  for  a  discussion of additional  restrictions  on  capital
distributions.)

      Metro  Commerce is subject to certain restrictions imposed by federal
law on any extension of credit to, or the issuance of a guarantee or letter
of  credit on behalf of, MCB Financial or other affiliates, the purchase of
or  investment  in stock or other securities thereof, the  taking  of  such
securities  as  collateral  for loans and the purchase  of  assets  of  MCB
Financial or other affiliates.  Such restrictions prevent MCB Financial and
such  other affiliates from borrowing from Metro Commerce unless the  loans
are secured by marketable obligations of designated amounts.  Further, such
secured loans and investments by Metro Commerce in MCB Financial or in  any
other  affiliate are limited to 10% of Metro Commerce's capital and surplus
(as  defined by federal regulations) and such secured loans and investments
are  limited,  in  the  aggregate, to 20% of Metro Commerce's  capital  and
surplus  (as  defined by federal regulation).  Additional  restrictions  on
transactions  with  affiliates may be imposed on Metro Commerce  under  the
prompt  corrective  action  provisions of FDICIA.   (See  "SUPERVISION  AND
REGULATION  -  Effect  of Governmental Policies and  Recent  Legislation  -
Federal  Deposit  Insurance Corporation Improvement Act of  1991  -  Prompt
Corrective Action", herein.)

      It  is  impossible  to  predict  with  any  degree  of  accuracy  the
competitive impact these laws have on commercial banking in general  or  on
the business of Metro Commerce in particular.  However, there appears to be
a  lessening of the historical distinction between the services offered  by
insured  depository  institutions and other businesses  offering  financial
services.    It  is  anticipated  that  commercial  banks  will  experience
increased competition for deposits and loans and increases in their cost of
funds in the future.


Item 2.  Description of Property

   Currently,  MCB  Financial  does not own or  lease  any  property.   MCB
Financial is not actively engaged in any business activities outside of the
activities of Metro Commerce.  Therefore, Metro Commerce's property is  not
significantly  used  by  MCB  Financial.  MCB Financial  will  continue  to
utilize the premises of Metro Commerce until it becomes actively engaged in
additional business activities.  MCB Financial currently  reimburses  Metro
Commerce for a fair and reasonable amount for all services furnished to it.

   Metro  Commerce  leases the land and the buildings at which  its  office
facilities  are  located.   Metro Commerce has  four  full-service  banking
offices.   The  head  office of Metro Commerce is  located  at  1248  Fifth
Avenue, San Rafael, California and consists of approximately 10,000  square
feet  of  office space.  In 1995, Metro Commerce consolidated its  mortgage
operations into the head office site.  Metro Commerce occupies the premises
for  its head office under a lease which will expire in June 2014, with two
five-year options to renew.

   Metro  Commerce's  three branch offices in South San Francisco,  Hayward
and Upland, California occupy approximately 12,300, 14,000 and 5,000 square
feet,  respectively, under leases that expire at various dates through  the
year 2005.

   Metro  Commerce believes that its existing facilities are  adequate  for
its current needs and anticipated growth.


Item 3.  Legal Proceedings

   MCB  Financial  is  not a party to any pending legal proceeding  and  is
unaware of any proceeding being contemplated against it by any governmental
authority.

     There are various legal actions pending against MCB Financial arising
from the normal course of business.  MCB Financial 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 of MCB Financial.

     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.


Item 4. Submission of Matters to a Vote of Security Holders.

   None.


                                  PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

   The  information required to be furnished pursuant to this item  is  set
forth under the caption "Market Price of MCB Financial Corporation" in  the
Annual  Report,  which is incorporated herein by reference to  Exhibit  No.
(13) of this report.


Item 6. Management's Discussion and Analysis.

   Except  for the information provided below, the information required  to
be  furnished  pursuant  to  this  item is  set  forth  under  the  caption
"Management's Discussion and Analysis of Financial Condition and Results of
Operations"  and in the Notes to Consolidated Financial Statements  in  the
Annual  Report, which are incorporated herein by reference to  Exhibit  No.
(13) of this report.

      The  maturities and weighted average yields of investment  securities
are presented in the following table:

Maturities of Investment Securities at December 31, 1996 (At book value)

                              After 1 Year   After 5 Years
(Dollars in     Within 1 Year Within 5 Years Within 10 Years    Total
  thousands)     Amount Yield  Amount Yield   Amount Yield   Amount Yield
-------------------------------------------------------------------------
Mortgage-backed
  securities (1) $2,006 5.55%  $2,269 5.55%                  $4,275 5.55%
U.S. Treasury
  and other U.S.
  government
  agencies        3,002 5.47%   20,218 6.45% $7,497 6.53%    30,717 6.38%
States and muni-
  cipalities(2)      25 5.90%      140 6.58%                    165 6.48%
-------------------------------------------------------------------------
  Total          $5,033 5.42%  $22,627 6.34% $7,497 6.53%    35,157 6.25%
=========================================================================
(1) Mortgage securities are shown at stated maturities; however, these
    securities are subject to substantial prepayments which will
    accelerate actual maturities.
(2) Weighted-average yield calculated on a tax equivalent basis using
    statutory rates.





Maturities of Loans at December 31, 1996

      Currently, MCB Financial's data processing system does not  have  the
capability to provide, and therefore MCB Financial has not provided herein,
the  dollar  amount of floating rate loans maturing within one year,  after
one  year  but within five years, and in more than five years or the  total
amount of loans due after one year which have floating interest rates.   As
of  December  31,  1996, the percentage of loans held for  investment  with
fixed and floating interest rates was 56% and 44%, respectively.

      The following table provides typical terms of maturity ranges offered
by MCB Financial for each loan category indicated:

Loan Category             Typical Term in
                          Years
Commercial Loans          1 to 3
Real Estate Loans:
   Commercial             5
   Construction           1
   Land                   1
Home Equity               5
Loans to Consumers and
   Individuals            1 to 5




Asset/Liability Management

     Net interest income and the net interest margin are largely dependent
on MCB Financial's ability to closely match interest-earning assets with
interest-bearing liabilities.  As interest rates change, MCB Financial must
constantly balance maturing and repricing liabilities with maturing and
repricing assets.  This process is called asset/liability management and is
commonly measured by the maturity/repricing gap.  The maturity/repricing
gap is the dollar difference between maturing or repricing assets and
maturing or repricing liabilities at different intervals of time.

     The following tables sets forth rate sensitive interest-earning assets
and interest-bearing liabilities as of December 31, 1996, the interest rate
sensitivity gap (i.e. interest sensitive assets minus interest sensitive
liabilities), the cumulative interest rate sensitivity gap, the interest
rate sensitivity gap ratio (interest sensitive assets divided by interest
sensitive liabilities) and the cumulative interest rate sensitivity gap
ratio.  For the purposes of the following table, an asset or liability is
considered rate sensitive within a specified period when it matures or can
be repriced within that period pursuant to its original contractual terms
(dollar amounts in thousands):

December 31, 1996
                                     Over 90  Over 180 After One  After
                             90 days days to  days to  Year to    Five
                             or less 180 days 365 days Five Years Years Total
Earning Assets
 (Rate Sensitive):
 Federal funds sold           $770                                      $770
 Interest-bearing deposits
  with other banks                             $294      $90             384
 Investment securities       1,237    1,264   2,533   22,626    7,497 35,157
 Mortgage loans held
  for sale                     648                                       648
 Loans, gross               37,836    1,976   2,134   22,006   17,176 81,128
   Total                    40,491    3,240   4,961   44,722   24,673118,087

Interest-bearing
 Liabilities
 (Rate Sensitive):
 Interest-bearing transaction
  deposits                   9,401            32,066  32,066          73,532
 Time deposits, $100,000     3,835    1,934    2,158   1,556           9,483
 Savings and other time      3,261    2,162    2,498   2,656          10,577
 Other borrowings              447                                       447
  Total                     16,944    4,096   36,722  36,278          94,039

Period GAP                  23,547     (856) (31,761)  8,445  24,673
Cumulative GAP              23,547   22,691   (9,070)   (625) 24,048
Interest Sensitivity GAP Ratio58.15%(26.42%)(640.20%)  18.88% 100.00%
Cumulative Interest Sensitivit58.15% 51.89%  (18.63%)  (0.67%) 20.36%

     The Company classifies its money market accounts and savings accounts
into the over 180 days to 365 days time period as well as the after one
year to five years time period.  This is done to adjust for the relative
insensitivity of these accounts to changes in interest rates.  Although
rates on these accounts can be contractually reset at the Company's
discretion, historically these accounts have not demonstrated strong
correlations to changes in the prime rate.  Generally, a positive gap at
one year indicates that net interest income and the net interest margin
will increase if interest rates rise in the future.  If interest rates
decline in the future, a positve gap generally indicates that net interest
income and the net interest margin will decrease.  The Company neither
currently utilizes financial derivatives to hedge its asset/liability
position nor has any plans to employ such strategies in the near future.



      The  following  table  summarizes, for the  periods  indicated,  loan
balances at the end of each period and average balances during the  period,
changes  in  the allowance for possible credit losses arising  from  credit
losses, recoveries of credits losses previously incurred, additions to  the
allowance  for  possible  credit losses charged to operating  expense,  and
certain ratios relating to the allowance for possible credit losses:

Analysis of the Allowance for Possible  Credit Losses

(Dollars in thousands)             1996     1995
Allowance for loan losses:
Beginning balance                  $752     $906
Provision for loan losses           220      100
Charge-offs:
Commercial                           47      242
Real estate
Consumer                                      21
     Total charge-offs               47      263
Recoveries:
Commercial                           16        9
Real estate
Consumer                              3
     Total recoveries                19        9
     Net charge-offs                 28      254
Ending balance                     $944     $752
Loans (net of unearned income)
 outstanding at December 31 (1) $81,713  $62,880
Average loans (net of unearned
 income) outstanding at
 December 31 (1)                $72,393  $56,589
Ratios:
Allowance to loans (net of
 unearned income)*                1.16%    1.20%
Net charge-offs to average
 loans (net of unearned income)*   .04%     .45%
Net charge-offs to allowance      2.97%   33.78%
(1)  Includes mortgage loans sold and mortgage loans held for sale reported
on the Consolidated Balance Sheets.

      Based  upon  growth  in  the loan portfolio, MCB  Financial  provided
$220,000  to  the  allowance  for possible credit  losses  during  1996  as
compared  to  $100,000  during the same period of  1995.   Net  charge-offs
totaled  $28,000  and  $254,000,  respectively.   Charge-offs  during  1996
resulted from the charge-off of one unsecured commercial loan.  Charge-offs
in  1995 resulted from the write-off of substandard loans acquired from the
Bank  of Hayward when it was purchased in 1994.  These loans were reflected
in  the  allowance for possible credit losses originally acquired from  the
Bank of Hayward.

      The  following table sets forth the allocation of the  allowance  for
possible credit losses as of the dates indicated:

Allocation of the Allowance for Possible Credit Losses

                           1996            1995
                              Percen          Percen
                               t of            t of
                              loans            loans
                      Allowa    in    Allowa    in
                       nce     Each    nce     Each
                       for    Catego   for    Catego
                      Possib  ry to   Possib   ry to
                        le              le
(Dollars in           Credit  Total   Credit   Total
thousands)            Losses  Loans   Losses   Loans
Commercial              $583  42.85%    $324   46.21%
Real estate              202  50.27%     248   45.11%
Consumer                  48   6.88%      46    8.68%
Not allocated            111     N/A     134      N/A
     Total              $944 100.00%    $752  100.00%


      The  allowance is available to absorb losses from all loans, although
allocations  have  been made for certain loans and  loan  categories.   The
allocation of the allowance as shown below should not be interpreted as  an
indication  that charge-offs in future periods will occur in these  amounts
or  proportions, or that the allocation indicates future charge-off trends.
In  addition to the most recent analysis of individual loans and  pools  of
loans,  management's methodology also places emphasis  on  historical  loss
data, delinquency and nonaccrual trends by loan classification category and
expected  loan  maturity.  This analysis, management  believes,  identifies
potential  losses  within  the  loan portfolio  and  therefore  results  in
allocation of a large portion of the allowance to specific loan categories.

Time Certificates, $100,000 and Over

      The following table sets forth the time remaining to maturity of  MCB
Financial's time deposits in amounts of $100,000 or more (dollar amounts in
thousands):

Time remaining to              December
maturity                       31, 1996
Three months or less           $ 3,835
After three months
  to six months                  1,934
After six months
  to one year                    2,159
After twelve months              1,555
     Total                     $ 9,483


Item 7. Financial Statements.

   The  information  required  to be furnished pursuant  to  this  item  is
contained  in  the  Consolidated Financial  Statements  and  the  Notes  to
Consolidated  Financial Statements in the Annual Report.  Such  information
and  the Independent Auditors' Report in the Annual Report are incorporated
herein by reference to Exhibit No. (13) of this report.


Item 8. Changes In and Disagreements With Accountants on Accounting and
   Financial Disclosure.

   None.


                                 PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons;
Compliance
   With Section 16(a) of the Exchange Act.

   The  information required to be furnished pursuant to this item will  be
set  forth  under  the  captions  "Election of  Directors"  and  "Executive
Officers" in the registrant's proxy statement (the "Proxy Statement") to be
furnished to stockholders in connection with the solicitation of proxies by
MCB  Financial's Board of Directors for use at the 1997 Annual  Meeting  of
Shareholders  to  be  held on May 21, 1997, and is incorporated  herein  by
reference.


Item 10. Executive Compensation

   The  information required to be furnished pursuant to this item will  be
set  forth  under the caption "Executive Compensation of MCB Financial  and
Metro  Commerce"  of  the  Proxy Statement, and is incorporated  herein  by
reference.


Item 11. Security Ownership of Certain Beneficial Owners and Management.

   The  information required to be furnished pursuant to this item will  be
set  forth  under  the captions "Security Ownership of  Certain  Beneficial
Owners" and "Security Ownership of Management" of the Proxy Statement,  and
is incorporated herein by reference.


Item 12. Certain Relationships and Related Transactions.

   The  information required to be furnished pursuant to this item will  be
set forth under the caption "Certain Relationships and Related Transactions
Regarding MCB Financial and Metro Commerce" of the Proxy Statement, and  is
incorporated herein by reference.


Item 13. Exhibits and Reports on Form 8-K.

   (a) List of  Exhibits:

Executive Compensation Plans and Arrangements:

   Stock Option Plan

   Deferred Compensation Plan for Executives

Exhibits:

(2)             --  Plan  of  acquisition, reorganization (incorporated  by
reference to the
              registrant's registration statement on Form S-4 (File No. 33-
76832).
(3)(a)         --  Articles of incorporation (incorporated by reference  to
the
              registrant's registration statement on Form S-4 (File No. 33-
76832).
(3)(b)        -- By-laws (incorporated by reference to the
              registrant's registration statement on Form S-4 (File No. 33-
76832).
(10)(a)(1)  -- Stock Option Plan (incorporated by reference to the
              registrant's registration statement on Form S-4 (File No. 33-
76832).
(10)(a)(2)   -- Deferred Compensation Plan for Executives (incorporated  by
reference to                 Exhibit (10)(a)(2) to the registrant's  Annual
Report          on          Form          10-KSB          for           its
fiscal year ended December 31, 1994).
(10)(b)       -- Leases
      (10)(b)(1)  -- San Rafael Office Lease  (incorporated by reference to
Exhibit (10)(b)(1) to the registrant's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 1994).
      (10)(b)(2)   --  South  San Francisco Office Lease  (incorporated  by
reference  to                                  Exhibit  (10)(b)(2)  to  the
registrant's  Annual Report on Form 10-KSB  for  its                 fiscal
year ended December 31, 1994).
      (10)(b)(3)   --  Hayward Office Lease (incorporated by  reference  to
Exhibit (10)(b)(3) to the registrant's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 1994).
      (10)(b)(4)   --  Upland Office Lease (incorporated  by  reference  to
Exhibit (10)(b)(4) to the registrant's Annual Report on Form 10-KSB for its
fiscal year ended December 31, 1994).
  (11)            --  Statement re: computation of per share earnings  (the
information required to
         be  furnished  pursuant  to  this  exhibit  is  contained  in  the
         Consolidated  Financial Statements and the Notes  to  Consolidated
         Financial  Statements in the Annual Report, which are incorporated
         herein by reference to Exhibit No. (13) of this report).
(13)            --  1996 Annual Report to Shareholders (only those portions
expressly                           incorporated by reference herein  shall
be deemed filed with the                          Commission).
(21)             --   Subsidiaries  of  the  small  business  issuer   (the
information required to be
         furnished  pursuant to this exhibit is contained in the  Notes  to
         Consolidated Financial Statements in the Annual Report,  which  is
         incorporated  herein  by reference to Exhibit  No.  (13)  of  this
         report).
(27)           -- Financial Data Schedule


   (b)  Reports  on  Form 8-K.  MCB Financial filed the  following  Current
Report  on  Form  8-K during the last quarter of the period  covering  this
report:

      (i) None.
                                SIGNATURES

   Pursuant  to  the requirements of Section 13 or 15(d) of the  Securities
Exchange  Act  of 1934, the registrant has duly caused this  report  to  be
signed on its behalf by the undersigned, thereunto duly authorized, on  the
18th day of March, 1997.




                                   By /s/ John Cavallucci
                                   John Cavallucci
                                   Chairman, President and
                                   Chief Executive Officer
                                   (Principal Executive Officer);
                                   Director



                                   By /s/ Brian M. Riley
                                   Brian M. Riley
                                   Chief Financial Officer
                                   (Principal Financial Officer)
                                   (Principal Accounting Officer)

   Pursuant  to  the requirements of the Securities Exchange Act  of  1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on the 18th day of March, 1997.

Name                               Title

/s/ John Cavallucci
John Cavallucci                    Chairman; Director

/s/ Robert E. Eklund
Robert E. Eklund                   Director

/s/ Timothy J. Jorstad
Timothy J. Jorstad                 Director

/s/ Catherine H. Munson
Catherine H. Munson                Director

/s/ Gary T. Ragghianti
Gary T. Ragghianti                 Vice Chairman; Director

/s/ Michael J. Smith
Michael J. Smith                   Director

/s/ Edward P. Tarrant
Edward P. Tarrant                  Director

/s/ Randall J. Verrue
Randall J. Verrue                  Director











Exhibit 13

                         MCB FINANCIAL CORPORATION
                            1996 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 local businesses within the communities it serves.   Through its four
branch offices located in San Rafael, South San Francisco, Hayward and Upland,
Metro offers a broad range of deposit and loan products designed for small
businesses.  The mission MCB Financial Corporation 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.

Selected Financial Data for MCB Financial Corporation
(dollar amounts in thousands, except per share)
Years ended December 31,
                                  1996    1995    1994    1993    1992
Interest income                $10,385  $8,716  $5,525  $4,041  $3,436
Interest expense                 4,018   3,841   1,806   1,526   1,387
  Net interest income            6,367   4,875   3,719   2,515   2,049
Provision for possible
  credit losses                    220     100     100     125     115
Other income                     2,768   1,344   3,070   4,522   1,892
Other expense                    5,565   8,552   5,837   5,440   3,414
Income (loss) before income taxes3,350  (2,433)    852   1,472     412
Provision for income taxes       1,379    (935)    326     238      27
Net income (loss)               $1,971 $(1,498)   $526  $1,234    $385
Net income (loss) per share     $ 2.08 $ (1.58)  $0.57  $ 1.39   $0.46

Period End
Total assets                 $131,504  $122,316 $90,443 $64,247 $55,803
Total loans                    80,122    58,612  46,622  24,440  23,371
Total deposits                119,858   110,263  76,043  55,052  48,199
Other borrowings                  447       213   4,521     763     395
Shareholders' equity           10,185     8,271   9,197   8,076   6,842
Book value per share         $  10.80  $   8.77 $  9.63 $  9.56 $  8.10

Financial Ratios
For period:
  Return on assets               1.56%    (1.37%)  0.70%   1.96%   0.84%
  Return on equity              20.97%   (17.04%)  5.99%  16.31%   5.99%
At period end:
  Equity to assets               7.75%     6.76%  10.17%  12.57%  12.26%



                   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
which 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.

OVERVIEW
     Earnings Summary.  MCBF reported net income of $1,971,093, or $2.08
per share, for 1996 as compared to a net operating loss of $1,498,227, or
$1.58 per share, in 1995 and net income of $526,313, or $0.57 per share, in
1994.   Results for 1996 reflect a recovery of approximately $1.8 million
(pre-tax) in litigation expenses originally recorded in the prior year.
The net operating loss in 1995 is attributable to the creation of a $2.8
million litigation contingency reserve during the second quarter of that
year.

     Return on average assets for 1996 was 1.56% as compared to (1.37%) in
1995 and 0.70% in 1994. Return on average equity for 1996 was 20.97% in
1996 as compared to (17.04%) in 1995 and 5.99% in 1994.

FINANCIAL CONDITION
     Summary.  Asset growth slowed during 1996 as Management implemented a
strategy to de-emphasize expansion in order to improve profit margins on
existing market share.  Assets increased by 7.5% during 1996 versus 35.2%
and 40.8% in 1995 and 1994, respectively.

     Loans.  One method Management used to improve profit margins was to
continue its focus on quality loan development.  Loans held for investment
increased by $21.5 million, or 36.7% in 1996, as compared to an increase of
$12.0 million, or 25.7%, during 1995.  Commercial real estate loans
represented a majority of the 1996 increase (see note 3 to consolidated
financial statements).  Metro lengthened the duration of its loan portfolio
and increased commercial real estate loans through offering a competitively
priced fixed rate, intermediate-term loan product.

     In the normal practice of extending credit, the Metro accepts real
estate collateral on loans which have primary sources of repayment from
commercial operations.  Loans secured by real estate totaled $66.2 million,
or 82.7% of all loans, at December 31, 1996 versus $48.1 million, or 76.5%
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 of 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 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, 1996, the
two largest industry concentrations within the loan portfolio were real
estate and related services at 24.3% and the business/personal service
industry at 17.9% 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.  Mortgage loans sold pending settlement totaled
$647,600 at December 31, 1996 versus $3.5 million a year earlier.  Mortgage
origination volume decreased to $29.9 million in 1996 from $44.1 million in
1995 and $143.1 million in 1994.  Due to production changes in the mortgage
industry and the unfavorable prospects for future improvement, Metro
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.  Metro will
continue to offer limited retail mortgage lending through its commercial
bank operations.  See note 15 to consolidated
financial statements for industry segmentation data on Mortgage Banking.

     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.  It is Metro's
policy to transfer loans which become 90 days or more past due, from either
delinquent principal or interest payments, to "nonaccrual" status.
Recognition of interest income ceases once a loan is classified as
nonaccrual.  If previously accrued interest is deemed uncollectable, it is
reversed from interest income.  At December 31, 1996, nonperforming assets
totaled $79,000, or 0.06% of total assets.  There were no nonperforming
assets at December 31, 1995.

     Allowance for Possible Credit Losses.  Metro 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 which 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 $944,105, or 1.16% of total loans, as of December 31, 1996
versus $752,358, or 1.27% 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,
1996.  The increase in net credit losses during 1995 resulted from the
charge-off of substandard loans acquired from the Bank of Hayward
("Hayward").  These loans were reflected in the $400,000 APCL acquired from
Hayward.

          Investments.  An analysis of the investment portfolio as of
December 31, 1996 and 1995 is contained in note 2 to the consolidated
financial statements.  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 a call option being exercised.

     Deposits/Other Borrowings.  Total deposits increased by $9.6 million,
or 8.7%, during 1996 as compared to an increase of $34.2 million, or 45.0%,
during 1995.  As mentioned previously in this discussion, Management made a
decision during 1996 to slow Metro's rate of growth in order to concentrate
on improving profit margins.  This included repositioning Metro's deposit
rates in the marketplace so as to limit non-relationship deposit growth.
As a result, Metro experienced a decrease of over $4.3 million in high cost
time deposits.  These deposits were replaced by core money market and non-
interest bearing deposits.  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,
                                  1996          1995           1994
                            Average Average Average Average Average Average
                            Balance  Rate   Balance   Rate  Balance  Rate
Noninterest-bearing
  demand deposits          $22,607          $16,691         $12,413
Interest-bearing transaction
  deposits (includes money
  market deposit accounts)  70,533  4.11%    55,927  4.46%   24,931  2.77%
Savings deposits             2,363  1.95%     2,430  2.22%    2,359  2.24%
Time deposits, $100,000
  and over                   9,023  5.50%     8,541  5.78%    9,048  3.91%
Other time deposits         10,009  5.40%    13,357  5.50%   16,228  4.12%
  Total interest-bearing    91,928  4.34%    80,255  4.70%   52,566  3.36%
Total deposits            $114,535  3.48%   $96,946  3.89%  $64,979  2.71%



RESULTS OF OPERATIONS

     Net Interest Income/Net Interest Margin.  Net interest income
increased by $1.5 million, or 30.6%, during 1996 to reach $6.4 million.
This compares to net interest income of $4.9 million in 1995 and $3.7
million in 1994.  As in prior years, the increase in net interest income
during 1996 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):

For the Years Ended December 31,

                                          1996                   1995
                                 Average               Average
                                 Balance Interest Rate Balance Interest Rate
ASSETS
Federal funds sold               $4,465   $ 233   5.22% $7,750  $ 450   5.81%
Interest-bearing deposits
  with banks                        656      41   6.25%    934     61   6.53%
Investment securities            38,736   2,375   6.18% 34,523  1,992   5.83%
Mortgage loans                    1,433     117   8.16%  2,353    180   7.65%
Loans                            70,082   7,619  10.87% 53,346  6,033  11.31%
Total Earning Assets            115,372  10,385   9.02% 98,906  8,716   8.83%
Total Non-earning Assets         11,014                 10,087
Total Assets                   $126,386               $108,993



LIABILITIES & SHAREHOLDERS' EQUITY

Demand deposits                 $22,607                $16,691"



Interest-bearing
  transaction accounts           70,533   2,902   4.11% 55,927   2,492  4.46%
Time deposits,
  $100,000 or more                9,023     496   5.50%  8,541     493  5.77%
Savings and other time           12,372     587   4.74% 15,787     789  5.00%
Total interest-bearing deposits  91,928   3,985   4.33% 80,255   3,774" 4.70%
Other borrowings                    729      33   4.53%  1,163      67  5.76%
Total interest-bearing
  liabilities                    92,657   4,018   4.34% 81,418   3,841  4.72%
Other liabilities                 1,723                  2,094
Shareholders' equity              9,399                  8,790
Total Liabilities
  and Stockholders' Equity      $126,386              $108,993

Net interest income                      $6,367                 $4,875
Net interest margin                               5.52%                 4.95%


For the Year Ended December 31, 1994
                               Average
                               Balance Interest Rate
Assets:
Federal funds sold            $3,443    $135     3.92%
Interest-bearing deposits
  with banks                   1,004      43     4.28%
Investment securities         23,066   1,202     5.36%
Mortgage loans                 6,718     449     6.68%
Loans                         33,285   3,696    11.10%
  Total Earning Assets        67,516   5,525     8.19%
  Total Non-earning Assets     7,451
  Total Assets               $74,967

Liabilities and Shareholders' Equity:
Demand deposits              $12,413
Interest-bearing
  transaction accounts        24,931     691      2.77%
Time deposits, $100,000
  or more                      9,048     354      3.91%
Savings and other time        18,587     722      3.89%
  Total interest-bearing
    deposits                  52,566   1,767      3.36%
Other borrowings                 772      39      5.05%
  Total interest-bearing
    liabilities               53,338   1,806      3.39%
Other liabilities                430
Shareholders' equity           8,786
  Total liabilities and
    Shareholders' equity     $74,967

Net interest income                   $3,719
Net interest margin                               5.52%


     Metro's net interest margin (net interest income divided by average
earning assets) increased to 5.52% during 1996.  This compared to 4.95% in
1995 and 5.52% in 1994.  The improvement in 1996 was due to higher
investment yields, increased loans, and lower deposit costs.  The decrease
in 1995 principally resulted from an increase in the cost of funds as
depositors shifted balances away from lower yielding accounts to the
MetroFlex account.
     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).

                    1996 Compared to 1995          1995 Compared to 1994
                 Increase (decrease) due to       Increase (decrease) due to
                                 Rate/                       Rate/
                     Volume Rate Volume Total    Volume Rate Volume Total
Interest Income:
 Federal funds sold ($191) ($46)  $20   ($217)    $169  $65   $81    $315
 Interest-bearing
  deposits with banks (18)   (3)    1     (20)      (3)  23    (2)     18
 Investment securities246   121    16     383      614  108    68     790
 Mortgage loans held
  for sale            (70)   12    (5)    (63)    (292)  65   (42)   (269)
 Loans              1,893  (235)  (72)  1,586    2,227   70    40   2,337
Total Interest
 Income             1,860  (151)  (40)  1,669    2,715  331   145   3,191

Interest Expense:
 Interest-bearing
  transaction
   accounts           651  (196)  (45)    410      859  421   521   1,801
Time deposits,
  $100,000 or more     28   (23)   (2)      3      (20) 168     9     139
Savings and other
  time               (171)  (41)   10    (202)    (109) 206   (30)     67
Other borrowings      (25)  (14)    5     (34)      20    5     3      28
Total Interest
 Expense              483  (274)  (32)    177      750  800   485   2,035
Net Interest Income$1,377  $123   ($8) $1,492   $1,965($469)($340) $1,156




     Provision for Possible Credit Losses.  MCBF provided $220,000 to the
APCL during 1996 as compared to $100,000 in 1995 and 1994, respectively.
The increased provision during 1996 was primarily due to growth in the loan
portfolio.  The corresponding net credit losses for the same three year
period were $28,253 in 1996, $253,410 in 1995 and $94,842 in 1994.  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 1996, 1995 and 1994 and expresses these amounts as a
percentage average assets (dollar amounts in thousands).
Years Ended December 31,
Components of Noninterest Income             1996      1995      1994
Gain on sale of mortgage loans               $351      $465    $1,176
Gain on sale of mortgage servicing                              1,253
Gain on sale of SBA loans                      47        66
Service charge on deposit accounts            390       252       165
Loan servicing fees                            21                 404
Recovery of litigation expenses             1,825       452
Other income                                  135       109        72
    Total                                 $ 2,769   $ 1,344   $ 3,070

As a Percentage of Average Assets
Gain on sale of mortgage loans               0.28%     0.43%     1.57%
Gain on sale of mortgage servicing                               1.67%
Gain on sale of SBA loans                    0.04%     0.06%
Service charge on deposit accounts           0.31%     0.23%     0.22%
Loan servicing fees                          0.02%               0.54%
Recovery of litigation expenses              1.44%     0.41%
Other income                                 0.11%     0.10%     0.10%
    Total                                    2.19%     1.23%     4.10%



     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.  MCBF reached a settlement with
its insurance carriers during 1995 and received a recovery of prior
litigation expenses in the amount of $452,000.  Gains from the sale of
mortgage loans continued to decrease in 1996 due to changes within the
industry (see discussion of Mortgage Banking).  All of the Metro's mortgage
servicing portfolio was sold near the end of 1994 resulting in a gain of
$1.3 million.  No additional mortgage servicing income will be recognized
in future periods.  Metro will continue to recognize income from servicing
SBA loans.

     Noninterest Expenses.  The following table summarizes noninterest
expenses and the associated ratios to average assets for the years 1996,
1995 and 1994 (dollar amounts in thousands).
Years Ended December 31,
Components of Noninterest Expenses           1996      1995      1994
Salaries and employee benefits            $ 3,120   $ 3,010   $ 3,107
Occupancy expense                             724       723       546
Furniture and equipment expense               388       343       288
Professional services                         202       463       530
Supplies                                      236       247       310
Promotional                                   233       277       240
Data processing                               276       230       158
Regulatory assessments                         46       131       176
Provision for legal settlement                        2,800
Other expense                                 340       328       482
    Total                                 $ 5,565   $ 8,552   $ 5,837
Average full-time equivalent staff             50        49        52

As a Percentage of Average Assets
Salaries and employee benefits               2.47%     2.76%     4.15%
Occupancy expense                            0.57%     0.66%     0.73%
Furniture and equipment expense              0.31%     0.31%     0.38%
Professional services                        0.16%     0.42%     0.71%
Supplies                                     0.19%     0.23%     0.41%
Promotional                                  0.18%     0.25%     0.32%
Data processing                              0.22%     0.21%     0.21%
Regulatory assessments                       0.04%     0.12%     0.24%
Provision for litigation settlement                    2.57%
Other expense                                0.27%     0.30%     0.64%
    Total                                    4.40%     7.85%     7.79%



     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 the 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.

     Income Taxes.  MCBF's effective tax rate was 41.2% in 1996 as compared
to a tax benefit of 38.4% in 1995.  The effective tax rate in 1994 was
38.3%.  The increase in recent years is due to a reduction in the amount
municipal bond income earned by  Metro.  Note 5 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
1996, federal funds sold averaged $4.5 million, or 3.5% 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, 1996, Metro had cash, time deposits with banks,
federal funds sold, and unpledged investment securities of approximately
$43.4 million, or 33.0% of total assets.  This represented the total amount
of liquid assets available for sale and/or available to secure Metro's
lines of credit (excluding mortgage loans held for sale and other assets).

     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, 1996, the
loan-to-deposit ratio was 68.1% as compared to 53.8% 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, 1996, this ratio was
5.1% as compared 20.0% a year earlier.
     As of December 31, 1996, the MCBF 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.  Approximately
$1.1 million in common stock issued for the 1994 acquisition of Bank
of Hayward.  Total shareholders' equity was $10.2
million as of December 31, 1996 as compared to $8.3 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, 1996, MCBF's qualifying capital was 11.7%, of which
the tier 1 capital ratio was 10.7%.  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, 1996, MCBF's leverage ratio was 7.6%.

Market Price of MCB Financial Corporation.  MCBF is aware of two securities
dealers, A.G. Edwards in San Rafael, California and Black & Co. in Portland,
Oregon, which make a market in its common stock.  There were approximately
469 shareholders as of December 31, 1996.  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.

                        1994                1995              1996
                     High      Low       High     Low       High    Low
First quarter       $12.38    $11.67     $9.17    $8.33    $8.46    $7.15
Second quarter       12.38     11.67      8.57     8.57     8.46     7.62
Third quarter        12.38     10.48      8.57     8.57     8.58     8.10
Fourth quarter       11.79      8.33      8.57     7.14    11.44     8.10



INDEPENDENT AUDITORS' REPORT


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,
1996 and 1995, 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, 1996.  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, 1996 and 1995, and the results of
their operations and their cash flows for each of the three years in the
period ended December 31, 1996 in conformity with generally accepted
accounting principles.

/s/ Deloitte & Touche LLP
    Deloitte & Touche LLP

San Francisco, California
January 31, 1997




MCB FINANCIAL CORPORATION

CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1996 AND 1995

                                                1996             1995
ASSETS
Cash and due from banks                     $9,609,584        $7,706,117
Federal funds sold                             770,000         4,860,000
  Total cash and cash equivalents           10,379,584        12,566,117
Interest-bearing deposits with banks           384,000         1,269,000
Investment securities (market value of
  $34,873,402 and $39,332,581) (Note 2)     35,079,138        39,232,892
Mortgage loans sold spending settlement        647,600         3,515,620
Loans held for investment (net of
  allowance for possible credit losses of
  $944,105 in 1996 and $752,358 in 1995)
  (Notes 3 and 6)                            80,121,693       58,612,151
Premises and equipment - Net (Note 4)         2,278,163        2,550,871
Accrued interest receivable                   1,003,016          983,158
Deferred income taxes                           621,191        1,483,758
Other assets                                    989,921        2,102,508
TOTAL ASSETS                               $131,504,306     $122,316,075

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
  Deposits:
    Noninterest-bearing                     $26,265,743      $21,758,760
    Interest-bearing:
      Transaction accounts                   73,532,399       64,160,115
      Time certificates, $100,000 and over    9,483,134        9,106,755
      Savings and other time deposits        10,577,186       15,237,740
      Total interest-bearing deposits        93,592,719       88,504,610
            Total deposits                  119,858,462      110,263,370
  Other borrowings                              446,776          213,378
  Accrued interest payable and other
  liabilities (Note 8)                        1,013,939        3,568,592
            Total liabilities               121,319,177      114,045,340


COMMITMENTS AND CONTINGENCIES (Notes 8 and 9)

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 955,399 shares in 1996 and 909,904 shares in 1995,
outstanding 942,842 shares in 1996 and 898,324 shares in 1995
                                               9,398,574       8,908,876
Unrealized (loss) gain on investment
  securities available for sale - net            (45,378)          9,691
Retained earnings (accumulated deficit)           831,933       (647,832)
  Total shareholders' equity                   10,185,129      8,270,735
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $131,504,306   $122,316,075

See notes to consolidated financial statements.

MCB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                             1996        1995         1994

INTEREST INCOME:
Loans, including fees                     $7,735,541 $6,213,674   $4,144,927
Federal funds sold                           233,079    449,803      135,103
Investment securities                      2,416,079  2,052,777    1,245,429
  Total interest income                   10,384,699  8,716,254    5,525,459  "

INTEREST EXPENSE:
Interest-bearing transaction,
  savings and other  time deposits         3,488,495  3,281,317    1,412,774  "
Time certificates, $100,000 and over         496,368    493,276      354,055  "
Other interest                                33,227     66,831       39,115
  Total interest expense                   4,018,090  3,841,425    1,805,944  "

NET INTEREST INCOME                        6,366,609  4,874,829    3,719,515  "

PROVISION FOR POSSIBLE CREDIT
  LOSSES (Note 3)                            220,000    100,000      100,000

NET INTEREST INCOME AFTER PROVISION FOR
  POSSIBLE CREDIT LOSSES                   6,146,609  4,774,829    3,619,515  "

OTHER INCOME:
Gain on sale of loans                        397,695    531,281    1,176,284
Gain on sale of mortgage servicing                                 1,252,901
Service fees on deposit accounts             389,829    251,637      164,706  "
Loan servicing fees                           21,600                 404,003
Loss on sale of investment securities (net)              (1,483)
Recovery of litigation expenses (Note 8)   1,824,689    451,640
Other                                        134,941    110,830       72,053
  Total other income                       2,768,754  1,343,905    3,069,947  "

OTHER EXPENSES:
Salaries and employee benefits             3,120,007  3,009,856    3,106,726  "
Occupancy expense                            724,166    723,449      546,331
Furniture and equipment expense              387,927    342,500      288,043
Professional services                        201,535    462,799      530,350
Supplies                                     236,352    247,177      309,638  "
Promotional expenses                         233,490    276,714      240,174
Data processing fees                         275,944    229,560      158,422
Regulatory assessments                        45,660    130,803      176,435
Provision for legal settlement (Note 8)               2,800,000
Other                                        340,276    329,316      480,787
  Total other expenses                     5,565,357  8,552,174    5,836,906  "
INCOME (LOSS) BEFORE INCOME TAXES          3,350,006 (2,433,440)     852,556
INCOME TAX PROVISION (BENEFIT) (Note 5)    1,378,913   (935,213)     326,243
NET INCOME (LOSS)                         $1,971,093$(1,498,227)    $526,313
NET INCOME (LOSS) PER COMMON SHARE:
  Primary and fully diluted                   $ 2.08     $(1.58)      $ 0.57

See notes to consolidated financial statements.



MCB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                          Unrealized
                                        Gain (Loss) on
                                           Investment    Retained
                                           Securities    Earnings
                            Common Stock    Available   (Accumulated
                           Shares  Amount  For Sale - Net  Deficit) Total
BALANCE, DECEMBER
  31, 1993               804,194 $7,761,352              $314,855 $8,076,207
Unrealized gain (loss)
  on investment securities
  available for sale at
  January 1, 1994 - net (Note 2)              $20,484                 20,484
Net income                                                 526,313   526,313
Bank of Hayward
  acquisition             91,489   1,110,694                        1,110,694
Issuance of shares under
  stock option plan       14,221     141,800                          141,800
Tax benefit from exercise
  of certain stock options                                   9,227      9,227
Change in unrealized
  loss - net                                 (687,344)               (687,344)
BALANCE, DECEMBER
  31, 1994               909,904   9,013,846 (666,860)      850,395 9,197,381
Purchases of common
  stock                  (11,580)   (104,970)                        (104,970)
Change in unrealized
  loss - net                                   676,551                676,551
Net loss                                                 (1,498,227)(1,498,227)
BALANCE, DECEMBER
  31, 1995               898,324   8,908,876     9,691     (647,832)8,270,735
Change in unrealized
  gain - net                                   (55,069)               (55,069)
Net income                                                1,971,093 1,971,093 "
Dividends on common stock (5%)
     Cash payment                               (1,630)                (1,630)
     Stock issued         44,518     489,698               (489,698)
BALANCE, DECEMBER
  31, 1996               942,842  $9,398,574  ($45,378)   $831,933 $10,185,129

See notes to consolidated financial statements.



MCB FINANCIAL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994

                                        1996            1995           1994

OPERATING ACTIVITIES:
Net income (loss)                    $1,971,093     $(1,498,227)     $526,313
 Adjustments to reconcile net income
 to net cash provided by operating
 activities:
Originations of loans for sale      (29,865,000)    (44,124,000) (143,120,000)
Settlement of mortgage loans sold    32,733,020      45,676,280   156,010,778
Provision for possible credit losses    220,000         100,000       100,000
Depreciation and amortization           498,398         302,243       553,555
Loss on sale of other real estate owned                   9,972
Provision for legal settlement                        2,800,000
Loss on sale of investment securities (net)               1,483
Recovery of litigation expenses      (1,800,000)
Change in deferred income taxes         901,698        (816,006)      114,243
(Increase) in accrued
  interest receivable                   (19,858)       (325,812)     (283,709)
Decrease (increase) in other assets   2,333,576        (915,400)     (209,648)
(Decrease) increase in accrued
  interest payable and other
  liabilities                        (1,971,566)        107,106       100,624

Net cash provided by operating
  activities                          5,001,361       1,317,639    13,792,156

INVESTING ACTIVITIES:
Purchases of investment securities
  available for sale                 (1,000,481)       (933,469)  (16,913,978)
Purchases of investment securities
  held to maturity                  (19,238,750)    (29,299,365)     (100,775)
Proceeds from maturities of
  investment securities
  held to maturity                   11,000,000      12,100,000     1,347,980
Proceeds from maturities of
  investment securities
  available for sale                 13,171,684       1,585,967     3,500,000
Proceeds from sales of
  investment securities
  available for sale                                  3,798,082
Purchase of Bank of Hayward,
  net of cash acquired                                              7,580,808
Decrease (increase) in interest
  -bearing deposits with banks          885,000        (683,000)      678,000
Proceeds from sale of other
  real estate owned                                      286,090      332,676
Net (increase) in loans held for
  investment                        (21,729,542)     (12,090,481) (13,791,479)
Purchases of premises and equipment    (102,665)        (385,393)  (1,170,932)

Net cash used by
  investing activities              (17,014,754)     (25,621,569) (18,537,700)

FINANCING ACTIVITIES:
Net increase (decrease)
  in noninterest-bearing
  demand deposits                     4,506,983        5,939,587   (1,430,693)
Net increase in interest-bearing
  transaction, savings and
  other time deposits                 5,088,109       28,280,513    5,092,641
Net increase (decrease) in other
  borrowings                            233,398       (4,307,979)   3,758,023
Cash dividends paid                      (1,630)
Proceeds from the exercise of
  stock options                                                       141,800
Purchases of common stock                               (104,970)

Net cash provided by financing
  activities                          9,826,860       29,807,151   7,561,771

NET (DECREASE) INCREASE IN CASH
  AND CASH EQUIVALENTS               (2,186,533)       5,503,221   2,816,227

CASH AND CASH EQUIVALENTS:
  Beginning of year                   12,566,117       7,062,896   4,246,669

  End of year                        $10,379,584     $12,566,117  $7,062,896

CASH PAID DURING THE YEAR FOR:
  Interest on deposits
    and other borrowings              $4,134,011      $3,703,312  $1,716,776
  Income taxes                          $250,441          $1,000    $155,000

NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfer of loans to other
  real estate owned                                                  $628,730
Issuance of common stock for Bank of Hayward acquisition           $1,110,694
Stock Dividends paid on common stock    $489,698


See notes to consolidated financial statements.




MCB FINANCIAL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994


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 January 20, 1993 for the purpose of becoming a bank
   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 three 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, 1996, the Bank
   had required balances and compensating balances with the Federal
   Reserve of $532,511 (1995 - $601,283).

   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.

    In June of 1996, SFAS No. 125, "Accounting for Transfers and Servicing
   of Financial Assets and Extinguishments of Liabilities" was issued.
   This statement establishes standards for when transfers of financial
   assets, including those with continuing involvement by the transferor,
   should be considered a sale.  SFAS No. 125 also establishes standards
   for when a liability should be considered extinguished.  In December 1996,
the Financial Accounting Standards Board issued SFAS No. 127.  SFAS 127
reconsiders certain provisions of SFAS 125 and defers for one year the
effective date of implementation for transactions related to repurchase
agreements, dollar-roll repurchase agreements, securities lending, and
similar transactions.  This statement is effective for transfers of assets
and extinguishments of liabilities
after December 31, 1996, applied prospectively.  Earlier adoption or
   retroactive application of this statement is not permitted.  SFAS No.
   125 is not expected to have a material effect on the Company's
   financial statements.

   Mortgage Banking Activities - The Bank originates mortgage loans for
   investment and sale in the secondary market.  During the period of
   origination, mortgage loans are designated as held either for sale or
   investment purposes.  The Bank sells loans under purchase and sales
   commitments, and on both a servicing retained and a servicing released
   basis.  The Bank recognizes servicing income as earned over the term of
   the loans being serviced.  Loan origination fees, net of certain
   related direct loan origination costs, are deferred until the loans are
   sold and are included as part of the gain or loss on sale.  Gain or
   loss on the sale of mortgage loans is recognized at the time loans are
   transferred to the investor and in an amount equal to the difference
   between the cash sales prices and the carrying value of the loans sold.
   Mortgage loans held for sale are valued at the lower of cost or market
   value applied on an aggregate basis.  Transfers of loans held for sale
   to the loan portfolio are recorded at the lower of cost or market on
   the transfer date.  Sales of mortgage loans are subject to certain
   recourse provisions.  However, management estimates that any losses
   therefrom will be minimal.

   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.
On January 1, 1996, the Company adopted SFAS No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of"
which addresses the accounting for the impairment of long-lived assets, such
as premises, furniture and equipment, certain identifiable intangibles and
goodwill related to those assets.  Long-lived assets and certain identifiable
intangibles are to be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable.  An impairment loss is recognized when the sum of the future
cash flows expected from the use of the asset and its eventual disposition
(undiscounted and without interest charges) is less than the carrying amount
of the asset.  The Statement also requires that long-lived assets and
identifiable intangibles, except for assets of a discontinued operation
held for disposal, be accounted for at the lower of cost or fair value less
cost to sell.  The Company has implemented SFAS No. 121 and has determined
that the measurement of impairment loss is not material.


   Organization costs of the Company are included in other assets and
   amortized over a 60 month period on a straight-line basis.  At December
   31, 1996, unamortized organization costs were $24,520 (1995 - $38,531).

   Stock-based compensation - The Company adopted SFAS No. 123, "Accounting
for Stock-Based Compensation" on January 1, 1996.  SFAS No. 123 establishes
accounting and disclosure requirements using a fair value-based method of
accounting for stock-based compensation plans.
   As allowed under the provisions of SFAS No. 123, the Company has chosen
to continue using the intrinsic value-based method of valuing stock options
prescribed in Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees" and related interpretations.  Under the intrinsic
value-based method, compensation cost is measured as the amount by which
the quoted market price of the Company's stock at the date of grant exceeds
the stock option exercise price.

   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 December 1996, 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 - Primary and fully diluted income per
   common share are computed by dividing net income by the weighted
   average number of common shares outstanding during each period,
   assuming exercise of all stock options having exercise prices less than
   the average and ending market prices, respectively, of the common stock
   using the treasury stock method.

   The weighted average number of shares used for computing primary and
   fully diluted income per common share was as follows:

                                    1996         1995       1994
   Primary                       947,320        945,678     923,132


2. INVESTMENT SECURITIES

    The amortized cost and approximate market value of investment
    securities at December 31 were as follows:

              Gross     Gross     Estimated
         Amortized Unrealized     Unrealized     Fair Carrying
         Cost Gains     Losses    Value     Value
    1996:
      Held to maturity securities:
        U.S. Government agencies  "  $    25,739,588  "    "  $
    9,178  "  "  $    (214,916) " "  $    25,533,850  "    "  $
    25,739,588  "

               Total held to maturity  "        25,739,588  "   "
    9,178  "  "        (214,916) "     "        25,533,850  "   "
    25,739,588  "

      Available for sale securities:
        U.S. Treasury   "          4,976,871  "  "          21,550  "
    (621)     "          4,997,800  "  "          4,997,800  "
        Mortgage-backed securities     "          4,275,304  "       "
    (99,054) "     "          4,176,250  "  "          4,176,250  "
        Municipal bonds "             165,000  "                500
    "             165,500  " "             165,500  "

               Total available for sale     "          9,417,175  "  "
    22,050  " "          (99,675) "    "          9,339,550  "  "
    9,339,550  "

    Total investment securities   "  $    35,156,763  "    "  $      31,228
    "    "  $    (314,591) " "  $    34,873,400  "    "  $    35,079,138  "

             Gross     Gross     Estimated

        Amortized Unrealized     Unrealized     Fair Carrying

        Cost Gains     Losses    Value     Value

   1995:

     Held to maturity securities:

       U.S. Treasury   "  $      1,997,050  "          $       (570)     "
   $      1,996,480  " "  $      1,997,050  "

       U.S. Government agencies  "        14,498,140  "   "  $    101,161
   "    "        (1,140) "  "        14,598,161  "   "        14,498,140
   "

       Corporate securities "          1,000,002  "                 238
   "          1,000,240  "  "          1,000,002  "



              Total held to maturity  "        17,495,192  "   "
   101,399  "     "        (1,710) "  "        17,594,881  "   "
   17,495,192  "



     Available for sale securities:

       U.S. Treasury   "        11,331,030  "   "          56,848  "     "
   (12,290) "     "        11,375,588  "   "        11,375,588  "

       U.S. Government agencies  "          5,079,663  "  "
   2,216  "  "        (5,639) "  "          5,076,240  "  "
   5,076,240  "

       Mortgage-backed securities     "          5,145,430  "       "
   (24,564) "     "          5,120,866  "  "          5,120,866  "

       Municipal bonds "             165,000  "                364
   (358)     "             165,006  " "             165,006  "



              Total available for sale     "        21,721,123  "   "
   59,428  " "      (42,851) "   "        21,737,700  "   "
   21,737,700  "



   Total investment securities   "  $    39,216,315  "    "  $    160,827
   "    "  $  (44,561) "    "  $    39,332,581  "    "  $    39,232,892  "









   The following table shows the amortized cost and approximate fair value
   of investment securities by contractual maturity at December 31, 1996:

        Held to Maturity              Available for Sale

        Amortized Fair      Amortized Fair

        Cost Value          Cost Value



   Within one year                    "  $     5,738,728  "    "  $
   5,683,555  "

   After one but within five years    "       18,242,904  "    "
   18,144,190  "       "         3,678,447  "   "         3,655,995  "

   Over five years     "         7,496,684  "   "         7,389,660  "



   Total     "  $   25,739,588  "     "  $   25,533,850  "          "  $
   9,417,175  "   "  $     9,339,550  "






   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, 1996 and 1995 was $652,850 and
   $517,450, 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, $1,525,518, ($1,671,703 in 1995), and
   the Federal Home Loan Mortgage Corporation, $2,650,732 ($3,449,163 in
   1995), and may be prepaid at the option of the issuer.

   The Bank has purchased U.S. government agency securities totaling
   $25,740,000 that contain certain issuer call option features.  These
   securities have a weighted average yield of 6.54% 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 $2,455,284 as of
   December 31, 1996, and $6,889,756 as of December 31, 1995, were pledged
   to secure other borrowings.

3. LOANS AND ALLOWANCE FOR POSSIBLE CREDIT LOSSES

   Loans at December 31, consisted of the following:



        1996 1995



   Commercial     "  $  16,851,393  " "  $  16,145,047  "

   Real estate:

     Commercial   "      49,855,398  "     "      32,161,287  "

     Construction "        7,347,878  "    "        4,388,034  "

     Land    "        1,807,036  "    "        1,881,853  "

   Home equity    "        2,809,135  "    "        2,902,903  "

   Loans to consumers and individuals "        2,457,658  "    "
   1,959,911  "



              Total    "      81,128,498  "     "      59,439,035  "



   Deferred loan fees  "          (62,700) "    "          (74,526) "

   Allowance for possible credit losses    "         (944,105) "    "
   (752,358) "



   Total     "  $  80,121,693  " "  $  58,612,151  "






   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
   45% of the Bank's loans have interest rates that are variable and tied
   to the prime rate, whereas the remaining are fixed rate loans.

   The Bank sells the majority of originated residential mortgage loans
   with servicing released.  A substantial portion of these loans are sold
   to the Federal Home Loan Mortgage Association.  In late 1996, the Bank
decided to wind down its wholesale mortgage banking operations.  The Bank
will continue to offer limited retail mortgage lending through its
commercial bank operations.  During 1994 the Bank
   sold all mortgage servicing rights at a gain of $1,252,901.

   Following is a schedule of the activity in the allowance for possible
   credit losses on loans for the years ended December 31:



        1996 1995 1994



   "Balances, January 1"    "  $  752,358  "    "  $  905,768  "    "  $
   500,610  "

   Provision for possible credit losses    "      220,000  "   "
   100,000  "     "      100,000  "

   Acquisition of Hayward allowance             "      400,000  "

   Loans charged-off   "      (47,418) "   "    (262,542) "    "
   (101,508) "

   Recoveries     "        19,165  "  "         9,132  "  "         6,666
   "



   Total     "  $  944,105  "    "  $  752,358  "    "  $  905,768  "






   At December 31, 1996, the Company had one nonperforming loan in the
   amount $78,731.  Had this loan performed under its contractual terms
   $9,692 in additional interest income would have been recognized during
   the year.

        At December 31, 1996, the Company had one loan identified as
   impaired in the amount of $78,731.
   The Company provided no allowance for possible credit losses at
   December 31, 1996 for this impaired loan.
   At December 31, 1995, the Company had no loans outstanding for which
   the accrual of interest had been discontinued and had no loans deemed
   to be impaired.



4. PREMISES AND EQUIPMENT

   The components of premises and equipment at December 31, are as
   follows:

        1996 1995



   Leasehold improvements   "  $  1,994,718  "  "  $  1,990,731  "

   Furniture and equipment  "      1,508,575  " "      1,451,937  "

   Automobiles    "        200,818  " "        143,422  "

   Construction in progress                          "          24,775  "

              Total    "      3,704,111  " "      3,610,865  "

   Less accumulated depreciation and amortization    "    (1,425,948) "  "
   (1,059,994) "



   "Premises and equipment, net" "  $  2,278,163  "  "  $  2,550,871  "






   The amount of depreciation and amortization was $375,373 in 1996,
   $345,584 in 1995 and $255,158 in 1994.

5. INCOME TAXES

   The components of the provision (benefit) for income taxes for the
   years ended December 31 are as follows:

        1996 1995 1994



   Current payable (benefit):

     Federal "  $     362,338  " "  $     (98,235) " "  $  172,744  "

     State   "         114,835  "     "         (21,040) "     "
   39,256  "



              Total current payable (benefit)   "         477,173  "     "
   (119,275) "    "      212,000  "



   Deferred:

     Federal "         633,662  "     "       (579,630) " "        66,019
   "

     State   "         268,078  "     "       (236,308) " "        48,224
   "



              Total deferred     "         901,740  "     "
   (815,938) "    "      114,243  "



   Total     "  $  1,378,913  "  "  $   (935,213) "  "  $  326,243  "






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



        1996 1995 1994



   Statutory federal tax rate     34.0 %    34.0 %    34.0 %

   "State income taxes, net of federal income"

     tax benefit           7.5            7.6            7.5

   Municipal interest         (0.1)          (0.5)          (3.2)

   Other            (0.2)          (2.7)



   Effective tax rate       41.2 %         38.4 %         38.3 %






   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:

        December 31

        1996 1995

   Deferred tax assets:

     Net operating loss carryforwards "  $     366,198  " "  $     402,681
   "

     Reserves not currently deductible     "        416,812  " "
   1,422,335  "

     Unrealized loss on securities available for sale     "
   32,247  "

     State income taxes     "            5,416  "    "            1,007  "

     Other   "            7,446  "    "          16,590  "



              Total    "        828,119  " "      1,842,613  "



   Deferred tax liabilities:

     Accrual to cash   "          44,710  "     "        122,760  "

     Tax over book depreciation  "        120,272  " "          84,883  "

     Unrealized gain on investment securities available for sale
   "            6,886  "

     State taxes                           "        124,774  "

     Other   "          41,946  "     "          19,552  "



              Total    "        206,928  " "        358,855  "



   Net deferred tax asset   "  $     621,191  " "  $  1,483,758  "






   The Company has acquired net operating loss carryforwards ("NOL") in
   connection with the acquisition of the Bank of Hayward.  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 remaining NOLs (after
   limitation) at December 31, 1996, by expiration date:

                 Expiration Date      Federal Amount      State Amount



        "  December 31, 2004  "       "  $  541,989  "

        "  December 31, 2005  "       "      125,666  "

        "  December 31, 2006  "       "        11,342  "       "  $
   120,841  "

        "  December 31, 2007  "       "      180,433  "        "
   62,533  "

        "  December 31, 2008  "       "        78,130  "       "
   5,271  "

        "  December 31, 2009  "                 "      329,021  "



   The Company reduced its 1996 federal and state current tax liability by
   approximately $64,000 and $9,000 by utilizing $188,814 and $78,130 in
   net operating loss carryforwards, respectively.

6. 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, 1996, loans outstanding to related parties were
   $2,607,234 and loan commitments to related parties amounted to
   $3,594,907.

7. 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 226,432
   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 change's in options outstanding:



             Weighted

        Number    Average

        of   Exercise

        Shares    Price



   "Outstanding, January 1, 1994"     "162,087 "     $9.10

   Granted   "7,350 "  10.21

   Exercised "(14,932)"     9.49

   Expired   "(6,930)" 9.52

   "Outstanding at December 31, 1994"

   "   (101,683 exercisable at a weighted average price of $9.10)"
   "147,575 "     9.09

   Granted (weighted average fair value of $3.78)    "19,950 " 8.57

   Canceled  "(6,825)" 8.57

   "Outstanding at December 31, 1995"

   "   (121,728 exercisable at a weighted average price of $9.07)"
   "160,700 "     9.05

   Granted (weighted average fair value of $3.45)    "11,025 " 7.82

   Canceled  "(14,700)"     8.57

   "Outstanding at December 31, 1996" "157,025 "     $9.01






   Additional information regarding options outstanding as of December 31,
   1996 is as follows:


Options                                       Options
Outstandin                                    Exercisa
g                                             ble
                     Weighted
                      Average
                     Remaining  Weighted              Weighted
 Range of   Number  Contractua   Average       Number  Average
                         l
 Exercise  Outstand    Life     Exercise      ExercisaExercise
  Prices     ing      (Yrs.)      Price         ble     Price
 $7.14 -     93,958     5.6         $8.53      75,270     $8.63
  $8.78
    9.05 -   53,092     3.8          9.40      50,449      9.42
9.52
 10.48 -      9,975     7.4         11.38       6,825     11.50
  12.38
  $7.14 -   157,025     5.1         $9.01     132,544     $9.08
$12.38

   At December 31, 1996, 54,475 shares were available for future grants
   under the Plan.

   Additional Stock Option Plan Information

   As discussed in Note 1, 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, 26%
   in 1996 and 26% in 1995; risk free interest rates, 6.5% in 1996 and
   6.5% in 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 and 1996 awards had been amortized to expense over the
   vesting period of the awards, pro forma net income (loss) would have
   been ($1,507,507) ($1.59 per share) in 1995 and $1,957,752 ($2.07 per
   share) in 1996.  However, the impact of outstanding non-vested stock
   options granted prior to 1995 has been excluded from the pro forma
   calculation; accordingly, the 1995 and 1996 pro forma adjustments are
   not indicative of future period pro forma adjustments, when the
   calculation will apply to all applicable stock options.



8. COMMITMENTS AND CONTINGENCIES

   The Bank leases its premises under noncancelable operating leases
   expiring through January 31, 1999 with options to extend the leases for
   four additional five-year terms.  Future minimum lease commitments are
   $500,571 in 1997, $516,151 in 1998, $532,226 in 1999, $548,811 in 2000,
   $372,162 in 2001 and $3,407,009, thereafter.

   Rental expense for premises under operating leases included in
   occupancy expense was $463,779, $447,451 and $349,575 in 1996, 1995 and
   1994, 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 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.

9. 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:



        1996 1995

   Financial instruments whose credit risk is represented

     by contract amounts:

     Commitments to extend credit - loans  "  $  16,950,350  " "  $
   15,686,541  "

     Standby letters-of-credit and financial guarantees   "
   1,142,566  "   "          926,633  "



   Total     "  $  18,092,916  " "  $  16,613,174  "






10.FAIR VALUE OF FINANCIAL INSTRUMENTS

   The estimated fair value
   amounts 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, 1996"

        Carrying  Estimated

        Amount    Fair Value

   Financial assets:

     Cash and due from banks     "  $    9,609,584  "     "  $
   9,609,584  "

     Federal funds sold     "          770,000  "    "          770,000  "

     Interest-bearing deposits with banks  "          384,000  "    "
   384,000  "

     Available for sale securities    "        9,339,550  "    "
   9,339,550  "

     Held to maturity securities "      25,739,588  "     "
   25,533,850  "

   "  Loans, net" "      80,769,293  "     "      80,258,000  "

   Financial liabilities:

     Noninterest-bearing deposits     "      26,265,743  "     "
   26,265,743  "

     Interest-bearing deposits   "      93,592,719  "     "
   93,618,914  "

     Other borrowings  "          446,776  "    "          446,776  "

                                        December 31, 1995

        Carrying  Estimated

        Amount    Fair Value

   Financial assets:

     Cash and due from banks     "  $    7,706,117  "     "  $
   7,706,117  "

     Federal funds sold     "         4,860,000  "    "          4,860,000  "

     Interest-bearing deposits with banks  "          1,269,000  "    "
   1,269,000  "

     Available for sale securities    "        21,737,700  "    "
   21,737,700  "

     Held to maturity securities "      17,495,192  "     "
   17,594,881  "

   "  Loans, net" "      62,127,771  "     "      61,431,000  "

   Financial liabilities:

     Noninterest-bearing deposits     "      21,758,760  "     "
   21,758,760  "

     Interest-bearing deposits   "      88,504,611  "     "
   88,546,342  "

     Other borrowings  "          213,378  "    "          213,378  "






   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 - For these
   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, 1996.  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.

11.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, 1996, the Company
and Bank exceeded the capital adequacy requirements for a well capitalized
institution.

   The Bank is subject to certain restrictions on the amount of dividends
   that it may declare without prior regulatory approval.  At December 31,
   1996, the Bank had available $1,747,490 for the payment of dividends.

   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 1996 and 1995.

12.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 1996 or 1995.

   In 1994 the Company established a Deferred Compensation Plan for
   Executives (the "Deferred Plan").  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, 1996, 1995 and 1994 were
   $15,000, $13,000 and $11,125, respectively.

13.PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION

   The condensed financial information for MCB Financial Corporation
   (parent company only) at December 31, 1996 and 1995, and the results of
   its operations and cash flows for the years then ended, is summarized
   as follows:

        1996 1995

   Financial Condition



   Assets:

       Cash and due from banks   "  $           70,696  " "  $      38,739
   "

       Investment in the Bank    "         10,064,977  "  "      8,172,834
   "

       Other "               50,443  "     "          60,149  "



   Total     "  $     10,186,116  "   "  $  8,271,722  "



   Liabilities and shareholders' equity:

     Other liabilities   $               987      $           987

     Shareholders' equity:

       Common stock    "           9,398,574  " "      8,908,876  "

       Unrealized gain (loss) on investment securities available

         for sale - net     "             (45,378) " "            9,691  "

       Retained earnings (accumulated deficit)  "             831,933  " "
   (647,832) "



              Total shareholders' equity   "         10,185,129  "  "
   8,270,735  "



   Total     "  $     10,186,116  "   "  $  8,271,722  "



        1996 1995

   Results of Operations:



   Dividend income from Bank     "  $        50,000  "

   Income - interest from investments "             1,464  "   "  $
   3,186  "

   Expenses - general and administrative   "           52,181  "    "
   52,645  "



   Income (loss) before equity in net income of the Bank
   (717)     "           (49,459) "

   Equity in undistributed net income (loss) of the Bank  "
   1,947,212  "   "      (1,469,385) "



   Income (loss) before income tax provision    "       1,946,495  "     "
   (1,518,844) "

   Income tax benefit  "           24,598  "    "            20,617  "



   Net income (loss)   "  $   1,971,093  " "  $   (1,498,227) "



   Net income (loss) per common share:

     Primary and fully diluted     $           2.08         $
   (1.58)

        1996 1995

   Cash Flows



   Operating activities:

     Net income (loss)      "  $   1,971,093  " "  $  (1,498,227) "

     Reconciliation to cash used in operating activities:

       (Increase) decrease in equity in undistributed net income

          of Bank "      (1,997,212) "     "       1,469,385  "

       Amortization    "           14,011  "    "           14,011  "

       Increase in other assets  "            (4,305) "   "
   (2,651) "



              Cash used in operating activities "          (16,413) "    "
   (17,482) "



   Investing activities:

     Dividend received from Bank "           50,000  "



              Cash provided by investing activities  "           50,000  "
   -



   Cash provided by financing activities:

     Purchase of common stock                             "
   (104,970) "

     Cash dividends paid    "            (1,630) "



              Cash used in financing activities "            (1,630) "   "
   (104,970) "



   Net increase (decrease) in cash and equivalents   "           31,957  "
   "        (122,452) "

   Cash and equivalents:

     Beginning of period    "           38,739  "    "          161,191  "



     End of period     "  $        70,696  "    "  $        38,739  "














14.INDUSTRY SEGMENT DATA

   The Bank operates in two principal industry segments, mortgage banking
   and commercial banking.  Operations in mortgage banking relate to the
   origination, sale, and servicing of single family residential
   mortgages.  Operations in commercial banking involve the acceptance of
   checking and savings deposits, the origination of portfolio loans, and
   the offering of other customary banking services.  Revenue for mortgage
   banking activities is defined as interest income on loans held for
   sale, gains on the sale of loans and income from loan servicing
   activities.  Revenue for commercial banking includes interest income on
   loans and investments and service fee income.  As of January 1, 1997,
   the Company has decided to wind down its mortgage banking operations
   and continue only limited retail mortgage lending functions within its
   commercial banking operations.

   Operating profit for both segments excludes general corporate expenses
   and income taxes.  Identifiable assets by industry are those assets that
   are used in the Bank's operations within each industry segment.
   Adjustments to interest income and identifiable assets represent the
   elimination of inter-segment borrowing activity.

        "Year Ended December 31, 1996"
                  Corporate
        Mortgage  Commercial     Items and
        Banking   Banking   Eliminations   Consolidated

   Interest income     "  $      117,224  "     "  $     10,267,475  "
   "  $     10,384,699  "
   Other income   "          353,251  "    "           2,415,503  "
   "           2,768,754  "

   Total revenue  "  $      470,475  "     "  $     12,682,978  "     $
   "  $     13,153,453  "

   Operating profits   "  $      (46,871) "     "  $       3,116,481  "
   "  $       3,069,610  "
   General corporate expenses
   "  $   (1,098,517) "     "         (1,098,517) "

   Income (loss) before income taxes  "  $      (46,871) "     "  $
   3,116,481  "   "  $   (1,098,517) "     "  $       1,971,093  "

   Identifiable assets "  $      700,964  "     "  $   122,403,155  "    "
   $    8,400,187  "   "  $   131,504,306  "




   During 1996, depreciation and amortization expense for mortgage banking
   and commercial banking, respectively, was $48,789 and $302,068.
   Capital expenditures for commercial banking were $9,748.

        "Year Ended December 31, 1995"

                  Corporate

        Mortgage  Commercial     Items and

        Banking   Banking   Eliminations   Consolidated



   Interest income     "  $      180,278  "     "  $       8,535,976  "
   "  $       8,716,254  "

   Other income   "          617,793  "    "              782,355  "
   "           1,400,148  "



   Total revenue  "  $      798,071  "     "  $       9,318,331  "    $
   "  $     10,116,402  "



   Operating profits   "  $        59,490  "    "  $       2,209,402  "
   "  $       2,268,892  "

   General corporate expenses
   "  $   (4,702,332) "     "         (4,702,332) "



   Income (loss) before income taxes  "  $        59,490  "    "  $
   2,209,402  "   "  $   (4,702,332) "     "  $     (2,433,440) "



   Identifiable assets "  $   3,661,771  " "  $   111,939,349  "    "  $
   6,714,955  "   "  $   122,316,075  "








   During 1995, depreciation and amortization expense for mortgage banking
   and commercial banking, respectively, was $48,593 and $278,859.
   Capital expenditures for these industry segments were $2,873 and
   $379,326, respectively.



             "Year Ended December 31, 1994"

                       Corporate

             Mortgage  Commercial     Items and

             Banking   Banking   Eliminations   Consolidated



   Interest income          "  $      448,627  "     "  $     5,595,816  "
   "  $      (518,984) "    "  $     5,525,459  "

   Other income        "       2,833,261  "     "            236,686  "
   "         3,069,947  "



   Total revenue       "  $   3,281,888  " "  $     5,832,502  "    "  $
   (518,984) "    "  $     8,595,406  "



   Operating profits        "  $   1,028,947  " "  $     1,764,609  "
   "  $     2,793,556  "

   General corporate expenses
   "       (1,941,000) "    "       (1,941,000) "



   Income before income taxes         "  $   1,028,947  " "  $
   1,764,609  "   "  $   (1,941,000) "     "  $        852,556  "



   Identifiable assets      "  $   5,299,492  " "  $   77,322,929  "     "
   $    7,821,021  "   "  $   90,443,442  "






   During 1994, depreciation and amortization expense for mortgage banking
   and commercial banking, respectively, was $79,500 and $460,044.
   Capital expenditures for these industry segments were $34,791 and
   $1,136,141, respectively.




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