Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         _______________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                        ________________________________

                               FCB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

                 Wisconsin                               39-1760287
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

           420 South Koeller Street                             54902
              Oshkosh, Wisconsin                             (Zip Code)
    (Address of principal executive offices)


                  FCB Financial Corp. 1998 Incentive Stock Plan
                             (Full title of the plan)

             James J. Rothenbach                         Copy to:
    President and Chief Executive Officer
             FCB Financial Corp.                      Jay O. Rothman
           420 South Koeller Street                  Foley & Lardner
           Oshkosh, Wisconsin 54902             777 East Wisconsin Avenue
                (920) 236-3680               Milwaukee, Wisconsin 53202-5367
     (Name, address, including zip code,              (414) 271-2400
     and telephone number, including area
         code, of agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE


                                       Proposed      Proposed
        Title of                       Maximum       Maximum
       Securities                      Offering     Aggregate     Amount of
         to be         Amount to        Price        Offering   Registration
       Registered    Be Registered   Per Share(1)    Price(1)        Fee

    Common Stock,       250,000
     $.01 par value      shares         $29.50      $7,375,000     $2,176

   (1)  Estimated pursuant to Rule 457 under the Securities Act of 1933, as
   amended, solely for the purpose of calculating the registration fee based
   on the average of the high and low sale prices for FCB Financial Corp.
   Common Stock on The Nasdaq Stock Market on August 20, 1998.


   <PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by FCB
   Financial Corp. (the "Company") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   March 31, 1998.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended June 30, 1998.

             3.   The description of the Company's Common Stock, $.01 par
   value, contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated July 12, 1993, including any amendment or report filed for the
   purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, as amended, after the date of filing of this Registration Statement
   and prior to such time as the Company files a post-effective amendment to
   this Registration Statement which indicates that all securities offered
   hereby have been sold or which deregisters all securities then remaining
   unsold shall be deemed to be incorporated by reference in this
   Registration Statement and to be a part hereof from the date of filing of
   such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

          Exhibit No.                        Exhibit

          (4.1)             FCB Financial Corp. 1998 Incentive Stock
                            Plan

          (4.2)             Form of Non-Qualified Stock Option
                            Agreement for Employees

          (4.3)             Form of Non-Qualified Stock Option
                            Agreement for Directors

          (4.4)             Provisions of Articles of Incorporation of
                            FCB Financial Corp. defining the rights of
                            holders of capital stock (incorporated by
                            reference to Exhibit 3.1 to FCB Financial
                            Corp.'s Form S-1 Registration Statement
                            (Registration No. 33-63204))

          (4.5)             Provisions of the By-Laws of FCB Financial
                            Corp. defining the rights of holders of
                            capital stock (incorporated by reference
                            to Exhibit 3.2 to FCB Financial Corp.'s
                            Form S-1 Registration Statement
                            (Registration No. 33-63204))

          (5)               Opinion of Foley & Lardner

          (23.1)            Consent of Wipfli Ullrich Bertelson CPAs

          (23.2)            Consent of Foley & Lardner (contained in
                            Exhibit 5 hereto)

          (24)              Power of Attorney relating to subsequent
                            amendments (included on the signature page
                            to this Registration Statement)

   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, as amended;

        (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;

        (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 Securities and Exchange Commission by the Registrant
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934, as amended, that are incorporated by reference in the Registration
   Statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new registration statement relating to the
   securities offered herein, 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, as amended,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, 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, as amended, 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.

   <PAGE>

                                   SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, 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 Oshkosh, State of Wisconsin
   on August 26, 1998.
                                      FCB FINANCIAL CORP.


                                      By:  /s/ James J. Rothenbach
                                           James J. Rothenbach
                                           President and Chief Executive 
                                           Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Donald D. Parker, James J.
   Rothenbach and Phillip J. Schoofs, and each of them individually, his true
   and lawful attorneys-in-fact and agents, with full power of substitution
   and resubstitution, for him and in his name, place and stead, in any and
   all capacities, to sign any and all amendments (including post-effective
   amendments) to this Registration Statement and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with the
   Securities and Exchange Commission, granting unto said attorneys-in-fact
   and agents, and each of them, full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he might or
   could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or any of them, or their or his substitute
   or substitutes, may lawfully do or cause to be done by virtue hereof.

            Signatures                     Title                   Date


    /s/ James J. Rothenbach    President, Chief Executive       August 26, 1998
    James J. Rothenbach        Officer and Director
                               (Principal Executive Officer)

    /s/ Donald D. Parker       Chairman of the Board and        August 26, 1998
    Donald D. Parker           Director

    /s/ Phillip J. Schoofs     Vice President, Treasurer and    August 26, 1998
    Phillip J. Schoofs         Chief Financial Officer
                               (Principal Financial and
                               Accounting Officer)

    /s/ Richard A. Bergstrom              Director              August 26, 1998
    Richard A. Bergstrom
                                                              

    /s/ Thomas C. Butterbrodt             Director              August 26, 1998
    Thomas C. Butterbrodt

    /s/ Dr. Edwin L. Downing              Director              August 26, 1998
    Dr. Edwin L. Downing

    /s/ Walter H. Drew                    Director              August 26, 1998
    Walter H. Drew

    /s/ David L. Erdmann                  Director              August 26, 1998
    David L. Erdmann

    /s/ David L. Geurden                  Director              August 26, 1998
    David L. Geurden

    /s/ David L. Omanchinski              Director              August 26, 1998
    David L. Omachinski

    /s/ William A. Raaths                 Director              August 26, 1998
    William A. Raaths

    /s/ William J. Schmidt                Director              August 26, 1998
    William J. Schmidt

    /s/ Ronald L. Tenpas                  Director              August 26, 1998
    Ronald L. Tenpas


   <PAGE>


                                  EXHIBIT INDEX

                  FCB FINANCIAL CORP. 1998 INCENTIVE STOCK PLAN

    Exhibit No.                        Exhibit

    (4.1)          FCB Financial Corp. 1998 Incentive Stock Plan

    (4.2)          Form of Non-Qualified Stock Option Agreement
                   for Employees

    (4.3)          Form of Non-Qualified Stock Option Agreement
                   for Directors

    (4.4)          Provisions of Articles of Incorporation of FCB
                   Financial Corp. defining the rights of holders
                   of capital stock (incorporated by reference to
                   Exhibit 3.1 to FCB Financial Corp.'s Form S-1
                   Registration Statement (Registration No. 33-
                   63204)

    (4.5)          Provisions of the By-Laws of FCB Financial
                   Corp. defining the rights of holders of
                   capital stock (incorporated by reference to
                   Exhibit 3.2 to FCB Financial Corp.'s Form S-1
                   Registration Statement (Registration No. 33-
                   63204))

    (5)            Opinion of Foley & Lardner

    (23.1)         Consent of Wipfli Ullrich Bertelson CPAs

    (23.2)         Consent of Foley & Lardner (contained in
                   Exhibit 5 hereto)

    (24)           Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)
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Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                         _______________________________
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                        ________________________________

                               FCB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

                 Wisconsin                               39-1760287
      (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)                 Identification No.)

           420 South Koeller Street                             54902
              Oshkosh, Wisconsin                             (Zip Code)
    (Address of principal executive offices)

                  FCB Financial Corp. 1998 Incentive Stock Plan
                             (Full title of the plan)

             James J. Rothenbach                         Copy to:
    President and Chief Executive Officer
             FCB Financial Corp.                      Jay O. Rothman
           420 South Koeller Street                  Foley & Lardner
           Oshkosh, Wisconsin 54902             777 East Wisconsin Avenue
                (920) 236-3680               Milwaukee, Wisconsin 53202-5367
     (Name, address, including zip code,              (414) 271-2400
     and telephone number, including area
         code, of agent for service)

                         _______________________________

                         CALCULATION OF REGISTRATION FEE

                                       Proposed      Proposed
        Title of                       Maximum       Maximum
       Securities                      Offering     Aggregate     Amount of
         to be         Amount to        Price        Offering   Registration
       Registered    Be Registered   Per Share(1)    Price(1)        Fee

    Common Stock,       250,000
     $.01 par value      shares         $29.50      $7,375,000     $2,176

   (1)  Estimated pursuant to Rule 457 under the Securities Act of 1933, as
   amended, solely for the purpose of calculating the registration fee based
   on the average of the high and low sale prices for FCB Financial Corp.
   Common Stock on The Nasdaq Stock Market on August 20, 1998.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

             The document or documents containing the information specified
   in Part I are not required to be filed with the Securities and Exchange
   Commission (the "Commission") as part of this Form S-8 Registration
   Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   Item 3.   Incorporation of Documents by Reference.

             The following documents filed with the Commission by FCB
   Financial Corp. (the "Company") are hereby incorporated herein by
   reference:

             1.   The Company's Annual Report on Form 10-K for the year ended
   March 31, 1998.

             2.   The Company's Quarterly Report on Form 10-Q for the quarter
   ended June 30, 1998.

             3.   The description of the Company's Common Stock, $.01 par
   value, contained in Item 1 of the Company's Registration Statement on Form
   8-A, dated July 12, 1993, including any amendment or report filed for the
   purpose of updating such description.

             All documents subsequently filed by the Company pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
   1934, as amended, after the date of filing of this Registration Statement
   and prior to such time as the Company files a post-effective amendment to
   this Registration Statement which indicates that all securities offered
   hereby have been sold or which deregisters all securities then remaining
   unsold shall be deemed to be incorporated by reference in this
   Registration Statement and to be a part hereof from the date of filing of
   such documents.

   Item 4.   Description of Securities.

             Not applicable.

   Item 5.   Interests of Named Experts and Counsel.

             Not applicable.

   Item 6.   Indemnification of Directors and Officers.

             Pursuant to the Wisconsin Business Corporation Law and the
   Company's By-laws, directors and officers of the Company are entitled to
   mandatory indemnification from the Company against certain liabilities and
   expenses (i) to the extent such officers or directors are successful in
   the defense of a proceeding and (ii) in proceedings in which the director
   or officer is not successful in defense thereof, unless it is determined
   that the director or officer breached or failed to perform his or her
   duties to the Company and such breach or failure constituted:  (a) a
   willful failure to deal fairly with the Company or its shareholders in
   connection with a matter in which the director or officer had a material
   conflict of interest; (b) a violation of the criminal law unless the
   director or officer had reasonable cause to believe his or her conduct was
   lawful or had no reasonable cause to believe his or her conduct was
   unlawful; (c) a transaction from which the director or officer derived an
   improper personal profit; or (d) willful misconduct.  It should be noted
   that the Wisconsin Business Corporation Law specifically states that it is
   the public policy of Wisconsin to require or permit indemnification in
   connection with a proceeding involving securities regulation, as described
   therein, to the extent required or permitted as described above. 
   Additionally, under the Wisconsin Business Corporation Law, directors of
   the Company are not subject to personal liability to the Company, its
   shareholders or any person asserting rights on behalf thereof for certain
   breaches or failures to perform any duty resulting solely from their
   status as directors except in circumstances paralleling those in
   subparagraphs (a) through (d) outlined above.

             Expenses for the defense of any action for which indemnification
   may be available may be advanced by the Company under certain
   circumstances.

             The indemnification provided by the Wisconsin Business
   Corporation Law and the Company's By-laws is not exclusive of any other
   rights to which a director or officer may be entitled.

             The Company maintains a liability insurance policy for its
   directors and officers as permitted by Wisconsin law which may extend to,
   among other things, liability arising under the Securities Act of 1933, as
   amended.

   Item 7.   Exemption from Registration Claimed.

             Not applicable.

   Item 8.   Exhibits.

             The following exhibits have been filed (except where otherwise
   indicated) as part of this Registration Statement:

          Exhibit No.                        Exhibit

          (4.1)             FCB Financial Corp. 1998 Incentive Stock
                            Plan

          (4.2)             Form of Non-Qualified Stock Option
                            Agreement for Employees

          (4.3)             Form of Non-Qualified Stock Option
                            Agreement for Directors

          (4.4)             Provisions of Articles of Incorporation of
                            FCB Financial Corp. defining the rights of
                            holders of capital stock (incorporated by
                            reference to Exhibit 3.1 to FCB Financial
                            Corp.'s Form S-1 Registration Statement
                            (Registration No. 33-63204))

          (4.5)             Provisions of the By-Laws of FCB Financial
                            Corp. defining the rights of holders of
                            capital stock (incorporated by reference
                            to Exhibit 3.2 to FCB Financial Corp.'s
                            Form S-1 Registration Statement
                            (Registration No. 33-63204))

          (5)               Opinion of Foley & Lardner

          (23.1)            Consent of Wipfli Ullrich Bertelson CPAs

          (23.2)            Consent of Foley & Lardner (contained in
                            Exhibit 5 hereto)

          (24)              Power of Attorney relating to subsequent
                            amendments (included on the signature page
                            to this Registration Statement)

   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, as amended;

        (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;

        (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 Securities and Exchange Commission by the Registrant
   pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
   1934, as amended, that are incorporated by reference in the Registration
   Statement.

        (2)  That, for the purpose of determining any liability under the
   Securities Act of 1933, as amended, each such post-effective amendment
   shall be deemed to be a new registration statement relating to the
   securities offered herein, 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, as amended,
   each filing of the Registrant's annual report pursuant to Section 13(a) or
   Section 15(d) of the Securities Exchange Act of 1934, as amended, that is
   incorporated by reference in this Registration Statement shall be deemed
   to be a new registration statement relating to the securities offered
   herein, 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, as amended, 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.
SIGNATURES

             Pursuant to the requirements of the Securities Act of 1933, 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 Oshkosh, State of Wisconsin
   on August 26, 1998.
                                      FCB FINANCIAL CORP.

                                      By:  /s/ James J. Rothenbach
                                           James J. Rothenbach
                                           President and Chief Executive 
                                           Officer

             Pursuant to the requirements of the Securities Act of 1933, this
   Registration Statement has been signed below by the following persons in
   the capacities and on the dates indicated.  Each person whose signature
   appears below constitutes and appoints Donald D. Parker, James J.
   Rothenbach and Phillip J. Schoofs, and each of them individually, his true
   and lawful attorneys-in-fact and agents, with full power of substitution
   and resubstitution, for him and in his name, place and stead, in any and
   all capacities, to sign any and all amendments (including post-effective
   amendments) to this Registration Statement and to file the same, with all
   exhibits thereto, and other documents in connection therewith, with the
   Securities and Exchange Commission, granting unto said attorneys-in-fact
   and agents, and each of them, full power and authority to do and perform
   each and every act and thing requisite and necessary to be done in
   connection therewith, as fully to all intents and purposes as he might or
   could do in person, hereby ratifying and confirming all that said
   attorneys-in-fact and agents, or any of them, or their or his substitute
   or substitutes, may lawfully do or cause to be done by virtue hereof.

            Signatures                     Title                   Date

    /s/ James J. Rothenbach    President, Chief Executive       August 26, 1998
    James J. Rothenbach        Officer and Director
                               (Principal Executive Officer)

    /s/ Donald D. Parker       Chairman of the Board and        August 26, 1998
    Donald D. Parker           Director

    /s/ Phillip J. Schoofs     Vice President, Treasurer and    August 26, 1998
    Phillip J. Schoofs         Chief Financial Officer
                               (Principal Financial and
                               Accounting Officer)

    /s/ Richard A. Bergstrom              Director              August 26, 1998
    Richard A. Bergstrom
                                                              

    /s/ Thomas C. Butterbrodt             Director              August 26, 1998
    Thomas C. Butterbrodt

    /s/ Dr. Edwin L. Downing              Director              August 26, 1998
    Dr. Edwin L. Downing

    /s/ Walter H. Drew                    Director              August 26, 1998
    Walter H. Drew

    /s/ David L. Erdmann                  Director              August 26, 1998
    David L. Erdmann

    /s/ David L. Geurden                  Director              August 26, 1998
    David L. Geurden

    /s/ David L. Omanchinski              Director              August 26, 1998
    David L. Omachinski

    /s/ William A. Raaths                 Director              August 26, 1998
    William A. Raaths

    /s/ William J. Schmidt                Director              August 26, 1998
    William J. Schmidt

    /s/ Ronald L. Tenpas                  Director              August 26, 1998
    Ronald L. Tenpas
EXHIBIT INDEX

                  FCB FINANCIAL CORP. 1998 INCENTIVE STOCK PLAN

    Exhibit No.                        Exhibit

    (4.1)          FCB Financial Corp. 1998 Incentive Stock Plan

    (4.2)          Form of Non-Qualified Stock Option Agreement
                   for Employees

    (4.3)          Form of Non-Qualified Stock Option Agreement
                   for Directors

    (4.4)          Provisions of Articles of Incorporation of FCB
                   Financial Corp. defining the rights of holders
                   of capital stock (incorporated by reference to
                   Exhibit 3.1 to FCB Financial Corp.'s Form S-1
                   Registration Statement (Registration No. 33-
                   63204)

    (4.5)          Provisions of the By-Laws of FCB Financial
                   Corp. defining the rights of holders of
                   capital stock (incorporated by reference to
                   Exhibit 3.2 to FCB Financial Corp.'s Form S-1
                   Registration Statement (Registration No. 33-
                   63204))

    (5)            Opinion of Foley & Lardner

    (23.1)         Consent of Wipfli Ullrich Bertelson CPAs

    (23.2)         Consent of Foley & Lardner (contained in
                   Exhibit 5 hereto)

    (24)           Power of Attorney relating to subsequent
                   amendments (included on the signature page to
                   this Registration Statement)