As filed with the Securities and Exchange Commission on August ___, 2000
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8


                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933


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


                                   California
         (State or other jurisdiction of incorporation or organization)


                                   68-0300300
                                   ----------
                     (I.R.S. Employer Identification Number)

      1248 Fifth Avenue, San Rafael, California                     94901
      -----------------------------------------                     -----
       (Address of principal executive offices)                  (Zip Code)


                MCB Financial Corporation 1999 Stock Option Plan
                Marin Community Bank, N.A. 1989 Stock Option Plan
                -------------------------------------------------
                            (Full Title of the Plan)

                                 Charles O. Hall
                      President and Chief Executive Officer
                1248 Fifth Avenue, San Rafael, California, 94901
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (415) 459-2265
                                 --------------
           Telephone Number, Including Area Code, of Agent For Service


<PAGE>

<TABLE>
<CAPTION>


                         CALCULATION OF REGISTRATION FEE
----------------------- -------------- --------------------- -------------------- ------------------
Title Of Securities
To Be Registered        Amount         Proposed Maximum       Proposed Maximum    Amount Of
                        To Be          Offering Price Per     Aggregate Offering  Registration Fee
                        Registered     Share 1/               Price 2/
                                              -
----------------------- -------------- --------------------- -------------------- ------------------
<S>                     <C>                     <C>              <C>                 <C>
MCB Financial
Corporation 1999        415,485                 $8.03            (see below)         (see below)
Stock Option Plan       shares
----------------------- -------------- --------------------- -------------------- ------------------
Marin Community Bank,
N.A. 1989 Stock         218,178                 $8.03            $5,088.314 2/       $1,343.31 2/
Option Plan             shares
----------------------- -------------- --------------------- -------------------- ------------------
<FN>

1/      Estimated  solely  for  the  purpose of  computing  the  amount  of  the
registration  fee  pursuant  to Rule  457(c) and (g) based on the average of the
high and low prices of the  Company's  common  stock as reported on the American
Stock  Exchange on August 24, 2000. In addition to the common stock set forth in
the table,  the amount to be  registered  includes  an  indeterminate  number of
shares  issuable  pursuant to stock splits and stock dividends and in accordance
with Rule 416(b).

2/      Calculated on the basis of the maximum aggregate offering  price of  all
the securities listed, pursuant to Rule 457(o).

</FN>
</TABLE>




                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company  hereby  incorporates  by  reference  in this  registration
statement the following documents:

         1)       Annual  Report on  Form  10-KSB  for  the  fiscal  year  ended
December 31, 1999;

         2)       Quarterly Reports on Form 10-QSB for the quarters ended  March
31, 2000 and June 30, 2000;

         3) The  description  of the Common Stock set forth in the  Registration
Statement on Form 8-A under Section 12(g) of the Exchange Act filed November 18,
1999 and any future  amendment or report filed for the purpose of updating  such
description; and


                                       2

<PAGE>


         4)  The   description  of  Preferred   Stock  Purchase  Rights  in  the
Registration Statement on Form 8-A under Section 12(g) of the Exchange Act filed
January 25,  1999 and any future  amendment  or report  filed for the purpose of
updating such description.

         All documents  filed by the Company with the Commission  after the date
of this  Prospectus  under Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act, and before the Company files a post-effective  amendment which reports that
all securities  offered in this  Prospectus have been sold, or to deregister all
unsold  securities,  shall also be deemed to be incorporated by reference and to
be part of this Prospectus from the dates we file each of those documents.


ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.


         The Company's  Articles of Incorporation  provide that the liability of
the  directors for monetary  damages  shall be eliminated to the fullest  extent
permissible  under the California  Corporation Law.  Pursuant to California law,
the Company's  directors  will not be liable for monetary  damages for breach of
the  directors'  fiduciary  duty of care to the  Company  and its  shareholders.
However,  this provision does not eliminate the duty of care, and in appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary  relief will remain  available  under  California law. In addition,
each director will continue to be subject to liability for (i) acts or omissions
that involve intentional  misconduct or a knowing and culpable violation of law,
(ii) acts or  omissions  that a director  believes  to be  contrary  to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of the director,  (iii) any transaction  from which a director
derived  an  improper  personal  benefit,  (iv)  acts or  omissions  that show a
reckless disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's  duties,  of a risk of serious injury
to the Company or its  shareholders,  (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Company or its  shareholders,  (vi) any transaction that constitutes
an  illegal  distribution  or  dividend  under  California  law,  and  (vii) any
transaction  involving an unlawful conflict of interest between the director and
the  Company  under  California  law.  The  provision  also  does  not  affect a
director's  responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.


                                       3

<PAGE>


         Section 317 of the California  Corporation Law expressly grants to each
California corporation the power to indemnify its directors, officers and agents
against judgments,  fines,  settlements and expenses incurred in the performance
of their duties. Rights to indemnification  beyond those provided by Section 317
may be valid to the extent that such rights are authorized in the  corporation's
articles  of  incorporation.  Indemnification  may  not  be  made,  however,  if
inconsistent with the articles of incorporation, bylaws, shareholder resolutions
or an agreement which prohibits or limits indemnification.

         With  respect  to all  proceedings  other than  shareholder  derivative
actions,  Section 317 permits a California  corporation  to indemnify any of its
directors,  officers or other agents only if such person acted in good faith and
in a manner such person  reasonably  believed to be in the best interests of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the  conduct of the person was  unlawful.  In the case of  derivative
actions, a California  corporation may indemnify any of its directors,  officers
or agents  only if such  person  acted in good faith and in a manner such person
believed to be in the best interests of the  corporation  and its  shareholders.
Furthermore,  in derivative  actions,  no  indemnification is permitted (i) with
respect to any matter  with  respect to which the person to be  indemnified  has
been held  liable to the  corporation,  except to the extent the court  approves
indemnification  of  expenses;  (ii) of amounts  paid in settling  or  otherwise
disposing  of a pending  action  without  court  approval;  or (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without  court  approval.  To the extent that a director,  officer or agent of a
corporation  has been  successful on the merits in defense of any proceeding for
which indemnification is permitted by Section 317, a corporation is obligated by
Section 317 to indemnify  such person against  expenses  actually and reasonably
incurred in connection with the proceeding.

         The   Company's   Articles   of   Incorporation   and  Bylaws   provide
indemnification  to fullest extent  permissible under California law, subject to
certain limitations and the Bylaws authorize the Company to enter into indemnity
agreements with its directors and officers. Although the Company has not entered
into any such indemnity agreements,  its subsidiary Metro Commerce Bank has done
so with certain of its directors and officers.

         FDIC  regulations  prohibit the  indemnification  by insured  banks and
their   holding    companies   of   their   directors,    officers   and   other
institution-affiliated  persons  for that  portion of the costs  sustained  with
regard to an administrative or civil enforcement action commenced by any federal
banking  agency that results in a final order or settlement  pursuant to which a
director, officer or other party is assessed a civil money penalty, removed from
office,  prohibited from participating in the affairs of an insured  institution
or required to cease and desist from or to take an affirmative  action under the
Federal Deposit Insurance Act. This regulation permits an institution to make an
indemnification payment to, or for the benefit of, a director,  officer or other
party only if the institution's  Board of Directors,  in good faith,  determines
that the individual  acted in good faith and in a manner that he or she believed
to be in  the  best  interests  of the  institution  and  that  the  payment  of
indemnification   will  not  adversely  affect  the  institution's   safety  and
soundness.  The  director,  officer  or other  party  must  agree in  writing to
reimburse the institution for any  indemnification  payments received should the
proceeding  result in a final order  being  instituted  against  the  individual
assessing a civil  money  penalty,  removing  the


                                       4

<PAGE>


individual  from office,  or requiring  the  individual to cease and desist from
certain institutional activity.

         The  Registrant  also  maintains  officers  and  director's   liability
insurance in the amount of $4,000,000.

         Under the Marin  Community  Bank,  N.A.  1989 Stock  Option  Plan,  the
Company  indemnifies the directors against liabilities arising from their duties
in connection  with  administration  of the Plan,  unless a director  engaged in
willful misconduct or gross negligence,  and pays expenses,  judgments and fines
provided the director acted in good faith,  and  reasonably  believed his or her
actions  were  within the scope of  employment  or  authority  and for a purpose
reasonably believed to be in the best interests of the Company (and, in the case
of a criminal  proceeding,  the director had no reasonable  cause to believe the
conduct  was  unlawful).  The  indemnification  provision  does not apply to any
action  instituted or maintained in the right of the Company by a shareholder or
holder of a voting trust certificate representing shares of the Company.



ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index attached hereto is incorporated by reference.


ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To  include  any   prospectus  required   by
Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the  prospectus any  facts  or
events  arising after the effective date of the  registration  statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;


                                       5

<PAGE>


                           (iii)    To  include  any  material  information with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                                       6


<PAGE>


                                   SIGNATURES

THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Rafael, State of California,  on August 24,
2000.

                            MCB FINANCIAL CORPORATION



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



                                       7

<PAGE>


                                POWER OF ATTORNEY

         The  officers  and  directors  of  MCB  Financial   Corporation   whose
signatures  appear  below  hereby  constitute  and  appoint  Charles O. Hall and
Patrick E. Phelan, and each of them, their true and lawful attorneys and agents,
with full  power of  substitution,  each with  power to act  alone,  to sign and
execute on behalf of the  undersigned  any  amendment or  amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do  everything
necessary to accomplish the  foregoing,  as fully to all intents and purposes as
he or she might or could do in person,  and each of the undersigned  does hereby
ratify  and  confirm  all  that  each of said  attorneys  and  agents,  or their
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on August 24, 2000.


SIGNATURE                                       TITLE


/s/Charles O. Hall                              Director; President and Chief
------------------                              Executive Officer
Charles O. Hall                                 (Principal Executive Officer)


/s/ Patrick E. Phelan                           Chief Financial Officer
---------------------                           (Principal Financial
Patrick E. Phelan                               and Accounting Officer)


/s/ Timothy J. Jorstad                          Chairman; Director
----------------------
Timothy J. Jorstad

/s/ John Cavallucci                             Director
-------------------
John Cavallucci

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



                                       8

<PAGE>


SIGNATURE                                       TITLE




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

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



                                       9

<PAGE>



                                  EXHIBIT LIST


4.1      Restated  Articles  of  Incorporation  (incorporated  by  reference  to
         Exhibit  3(a) of the  Company's  Quarterly  Report on Form 10-Q for the
         quarter ended September 30, 1998*)

4.2      Bylaws (incorporated  by  reference  to  the registrant's  registration
         statement on Form S-4 (File No. 33- 61720, filed April 28, 1993))

4.3      MCB  Financial Corporation  1999  Stock  Option  Plan (incorporated  by
         reference to Exhibit A of the Company's Proxy Statement dated April 26,
         1999*)

4.4      Marin  Community  Bank, N.A.  1989  Stock  Option Plan (incorporated by
         reference  to  Exhibit 10.6  to the Company's Registration Statement on
         Form S-4 (File No. 33-76832).

5        Opinion of counsel as to the legality of securities being registered

23.1     Consent of counsel (included in Exhibit 5)

23.2     Consent of independent auditors

24       Power  of  attorney  (included in signature page of  this  registration
         statement)

---------------------
*        File No. 001-15479


                                       10
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 OPTION PLANS", "secsgml_size_bytes": 21433}]
{"company-data": {"conformed-name": "MCB FINANCIAL CORP", "cik": "0000902789", "assigned-sic": "6021", "irs-number": "680300300", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-44650", "film-number": "711163"}, "business-address": {"street1": "1248 FIFTH AVE", "city": "SAN RAFAEL", "state": "CA", "zip": "94901", "phone": "4154592265"}, "mail-address": {"street1": "1248 FIFTH AVENUE", "city": "SAN RAFAEL", "state": "CA", "zip": "94901"}}
As filed with the Securities and Exchange Commission on August ___, 2000
                                                          Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                   California
         (State or other jurisdiction of incorporation or organization)

                                   68-0300300
                                   ----------
                     (I.R.S. Employer Identification Number)

      1248 Fifth Avenue, San Rafael, California                     94901
      -----------------------------------------                     -----
       (Address of principal executive offices)                  (Zip Code)

                MCB Financial Corporation 1999 Stock Option Plan
                Marin Community Bank, N.A. 1989 Stock Option Plan
                -------------------------------------------------
                            (Full Title of the Plan)

                                 Charles O. Hall
                      President and Chief Executive Officer
                1248 Fifth Avenue, San Rafael, California, 94901
                ------------------------------------------------
                     (Name and address of agent for service)

                                 (415) 459-2265
                                 --------------
           Telephone Number, Including Area Code, of Agent For Service
CALCULATION OF REGISTRATION FEE
----------------------- -------------- --------------------- -------------------- ------------------
Title Of Securities
To Be Registered        Amount         Proposed Maximum       Proposed Maximum    Amount Of
                        To Be          Offering Price Per     Aggregate Offering  Registration Fee
                        Registered     Share 1/               Price 2/
                                              -
----------------------- -------------- --------------------- -------------------- ------------------
MCB Financial
Corporation 1999        415,485                 $8.03            (see below)         (see below)
Stock Option Plan       shares
----------------------- -------------- --------------------- -------------------- ------------------
Marin Community Bank,
N.A. 1989 Stock         218,178                 $8.03            $5,088.314 2/       $1,343.31 2/
Option Plan             shares
----------------------- -------------- --------------------- -------------------- ------------------
1/      Estimated  solely  for  the  purpose of  computing  the  amount  of  the
registration  fee  pursuant  to Rule  457(c) and (g) based on the average of the
high and low prices of the  Company's  common  stock as reported on the American
Stock  Exchange on August 24, 2000. In addition to the common stock set forth in
the table,  the amount to be  registered  includes  an  indeterminate  number of
shares  issuable  pursuant to stock splits and stock dividends and in accordance
with Rule 416(b).

2/      Calculated on the basis of the maximum aggregate offering  price of  all
the securities listed, pursuant to Rule 457(o).
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The Company  hereby  incorporates  by  reference  in this  registration
statement the following documents:

         1)       Annual  Report on  Form  10-KSB  for  the  fiscal  year  ended
December 31, 1999;

         2)       Quarterly Reports on Form 10-QSB for the quarters ended  March
31, 2000 and June 30, 2000;

         3) The  description  of the Common Stock set forth in the  Registration
Statement on Form 8-A under Section 12(g) of the Exchange Act filed November 18,
1999 and any future  amendment or report filed for the purpose of updating  such
description; and

                                       2
4)  The   description  of  Preferred   Stock  Purchase  Rights  in  the
Registration Statement on Form 8-A under Section 12(g) of the Exchange Act filed
January 25,  1999 and any future  amendment  or report  filed for the purpose of
updating such description.

         All documents  filed by the Company with the Commission  after the date
of this  Prospectus  under Sections  13(a),  13(c), 14 and 15(d) of the Exchange
Act, and before the Company files a post-effective  amendment which reports that
all securities  offered in this  Prospectus have been sold, or to deregister all
unsold  securities,  shall also be deemed to be incorporated by reference and to
be part of this Prospectus from the dates we file each of those documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

         The class of securities to be offered is registered under Section 12 of
the Exchange Act.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF OFFICERS AND DIRECTORS.

         The Company's  Articles of Incorporation  provide that the liability of
the  directors for monetary  damages  shall be eliminated to the fullest  extent
permissible  under the California  Corporation Law.  Pursuant to California law,
the Company's  directors  will not be liable for monetary  damages for breach of
the  directors'  fiduciary  duty of care to the  Company  and its  shareholders.
However,  this provision does not eliminate the duty of care, and in appropriate
circumstances,   equitable  remedies  such  as  injunctive  or  other  forms  of
non-monetary  relief will remain  available  under  California law. In addition,
each director will continue to be subject to liability for (i) acts or omissions
that involve intentional  misconduct or a knowing and culpable violation of law,
(ii) acts or  omissions  that a director  believes  to be  contrary  to the best
interests of the Company or its shareholders or that involve the absence of good
faith on the part of the director,  (iii) any transaction  from which a director
derived  an  improper  personal  benefit,  (iv)  acts or  omissions  that show a
reckless disregard for the director's duty to the Company or its shareholders in
circumstances in which the director was aware, or should have been aware, in the
ordinary course of performing a director's  duties,  of a risk of serious injury
to the Company or its  shareholders,  (v) acts or omissions  that  constitute an
unexcused pattern of inattention that amounts to an abdication of the director's
duty to the Company or its  shareholders,  (vi) any transaction that constitutes
an  illegal  distribution  or  dividend  under  California  law,  and  (vii) any
transaction  involving an unlawful conflict of interest between the director and
the  Company  under  California  law.  The  provision  also  does  not  affect a
director's  responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.

                                       3
Section 317 of the California  Corporation Law expressly grants to each
California corporation the power to indemnify its directors, officers and agents
against judgments,  fines,  settlements and expenses incurred in the performance
of their duties. Rights to indemnification  beyond those provided by Section 317
may be valid to the extent that such rights are authorized in the  corporation's
articles  of  incorporation.  Indemnification  may  not  be  made,  however,  if
inconsistent with the articles of incorporation, bylaws, shareholder resolutions
or an agreement which prohibits or limits indemnification.

         With  respect  to all  proceedings  other than  shareholder  derivative
actions,  Section 317 permits a California  corporation  to indemnify any of its
directors,  officers or other agents only if such person acted in good faith and
in a manner such person  reasonably  believed to be in the best interests of the
corporation and, in the case of a criminal  proceeding,  had no reasonable cause
to believe the  conduct of the person was  unlawful.  In the case of  derivative
actions, a California  corporation may indemnify any of its directors,  officers
or agents  only if such  person  acted in good faith and in a manner such person
believed to be in the best interests of the  corporation  and its  shareholders.
Furthermore,  in derivative  actions,  no  indemnification is permitted (i) with
respect to any matter  with  respect to which the person to be  indemnified  has
been held  liable to the  corporation,  except to the extent the court  approves
indemnification  of  expenses;  (ii) of amounts  paid in settling  or  otherwise
disposing  of a pending  action  without  court  approval;  or (iii) of expenses
incurred in defending a pending action which is settled or otherwise disposed of
without  court  approval.  To the extent that a director,  officer or agent of a
corporation  has been  successful on the merits in defense of any proceeding for
which indemnification is permitted by Section 317, a corporation is obligated by
Section 317 to indemnify  such person against  expenses  actually and reasonably
incurred in connection with the proceeding.

         The   Company's   Articles   of   Incorporation   and  Bylaws   provide
indemnification  to fullest extent  permissible under California law, subject to
certain limitations and the Bylaws authorize the Company to enter into indemnity
agreements with its directors and officers. Although the Company has not entered
into any such indemnity agreements,  its subsidiary Metro Commerce Bank has done
so with certain of its directors and officers.

         FDIC  regulations  prohibit the  indemnification  by insured  banks and
their   holding    companies   of   their   directors,    officers   and   other
institution-affiliated  persons  for that  portion of the costs  sustained  with
regard to an administrative or civil enforcement action commenced by any federal
banking  agency that results in a final order or settlement  pursuant to which a
director, officer or other party is assessed a civil money penalty, removed from
office,  prohibited from participating in the affairs of an insured  institution
or required to cease and desist from or to take an affirmative  action under the
Federal Deposit Insurance Act. This regulation permits an institution to make an
indemnification payment to, or for the benefit of, a director,  officer or other
party only if the institution's  Board of Directors,  in good faith,  determines
that the individual  acted in good faith and in a manner that he or she believed
to be in  the  best  interests  of the  institution  and  that  the  payment  of
indemnification   will  not  adversely  affect  the  institution's   safety  and
soundness.  The  director,  officer  or other  party  must  agree in  writing to
reimburse the institution for any  indemnification  payments received should the
proceeding  result in a final order  being  instituted  against  the  individual
assessing a civil  money  penalty,  removing  the

                                       4
individual  from office,  or requiring  the  individual to cease and desist from
certain institutional activity.

         The  Registrant  also  maintains  officers  and  director's   liability
insurance in the amount of $4,000,000.

         Under the Marin  Community  Bank,  N.A.  1989 Stock  Option  Plan,  the
Company  indemnifies the directors against liabilities arising from their duties
in connection  with  administration  of the Plan,  unless a director  engaged in
willful misconduct or gross negligence,  and pays expenses,  judgments and fines
provided the director acted in good faith,  and  reasonably  believed his or her
actions  were  within the scope of  employment  or  authority  and for a purpose
reasonably believed to be in the best interests of the Company (and, in the case
of a criminal  proceeding,  the director had no reasonable  cause to believe the
conduct  was  unlawful).  The  indemnification  provision  does not apply to any
action  instituted or maintained in the right of the Company by a shareholder or
holder of a voting trust certificate representing shares of the Company.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         The Exhibit Index attached hereto is incorporated by reference.

ITEM 9.  UNDERTAKINGS.

         (a)      The undersigned registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i)      To  include  any   prospectus  required   by
Section 10(a)(3) of the Securities Act of 1933;

                           (ii)     To reflect in the  prospectus any  facts  or
events  arising after the effective date of the  registration  statement (or the
most recent  post-effective  amendment  thereof)  which,  individually or in the
aggregate,  represent a fundamental  change in the  information set forth in the
registration statement;

                                       5
(iii)    To  include  any  material  information with
respect to the plan of distribution not previously disclosed in the registration
statement  or any  material  change  to  such  information  in the  registration
statement;

                  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not  apply  if the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the registrant  pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the registration
statement.

                  (2) That, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The undersigned  registrant hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  Section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the registrant  pursuant to the foregoing  provisions,  or otherwise,
the  registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                       6
SIGNATURES

THE REGISTRANT.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of San Rafael, State of California,  on August 24,
2000.

                            MCB FINANCIAL CORPORATION

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

                                       7
POWER OF ATTORNEY

         The  officers  and  directors  of  MCB  Financial   Corporation   whose
signatures  appear  below  hereby  constitute  and  appoint  Charles O. Hall and
Patrick E. Phelan, and each of them, their true and lawful attorneys and agents,
with full  power of  substitution,  each with  power to act  alone,  to sign and
execute on behalf of the  undersigned  any  amendment or  amendments  (including
post-effective  amendments)  to this  Registration  Statement on Form S-8 and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith,  with the Securities and Exchange  Commission,  granting unto each of
said  attorneys-in-fact  and agents full power and  authority  to do  everything
necessary to accomplish the  foregoing,  as fully to all intents and purposes as
he or she might or could do in person,  and each of the undersigned  does hereby
ratify  and  confirm  all  that  each of said  attorneys  and  agents,  or their
substitutes, shall do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities indicated on August 24, 2000.

SIGNATURE                                       TITLE

/s/Charles O. Hall                              Director; President and Chief
------------------                              Executive Officer
Charles O. Hall                                 (Principal Executive Officer)

/s/ Patrick E. Phelan                           Chief Financial Officer
---------------------                           (Principal Financial
Patrick E. Phelan                               and Accounting Officer)

/s/ Timothy J. Jorstad                          Chairman; Director
----------------------
Timothy J. Jorstad

/s/ John Cavallucci                             Director
-------------------
John Cavallucci

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

                                       8
SIGNATURE                                       TITLE

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

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

                                       9
EXHIBIT LIST

4.1      Restated  Articles  of  Incorporation  (incorporated  by  reference  to
         Exhibit  3(a) of the  Company's  Quarterly  Report on Form 10-Q for the
         quarter ended September 30, 1998*)

4.2      Bylaws (incorporated  by  reference  to  the registrant's  registration
         statement on Form S-4 (File No. 33- 61720, filed April 28, 1993))

4.3      MCB  Financial Corporation  1999  Stock  Option  Plan (incorporated  by
         reference to Exhibit A of the Company's Proxy Statement dated April 26,
         1999*)

4.4      Marin  Community  Bank, N.A.  1989  Stock  Option Plan (incorporated by
         reference  to  Exhibit 10.6  to the Company's Registration Statement on
         Form S-4 (File No. 33-76832).

5        Opinion of counsel as to the legality of securities being registered

23.1     Consent of counsel (included in Exhibit 5)

23.2     Consent of independent auditors

24       Power  of  attorney  (included in signature page of  this  registration
         statement)

---------------------
*        File No. 001-15479

                                       10