10KSB/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                              

                                FORM 10-KSB
(Mark One)
  [x]             Annual Report Under Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

               For the fiscal year ended December 31, 1995,
                                    or
  [ ]        Transition Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

                      Commission File Number 2-76555

                             SDN BANCORP, INC.
           (Exact name of small business issuer in its charter)

        Delaware                              95-3683748
(State or other jurisdiction of           (I.R.S. Employer
incorporation or organization)              Identification No.)

               135 Saxony Road, Encinitas, California 92024
            (Address of principal executive offices)(Zip Code)

              Issuer's telephone number, including area code:
                              (619) 436-6888

   Securities registered pursuant to Section 12 (b) of the Exchange
Act:
                                   None

   Securities registered pursuant to Section 12 (g) of the Exchange
Act:
                                   None

     Check whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period
that the issuer 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 there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B contained in this form, and
no disclosure will be contained, to the best of issuer's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB.    

     The issuer's revenues for the year ended December 31, 1995
were $4,568,000.

     The aggregate market value of Common Stock held by
non-affiliates at  March 8, 1996:  $534,875.   The      Bank is not
aware of any sale or trade of Common Stock within the last 60 days. 
The last sale at      $5.82 per share occurred on September 30,
1995.  

     The number of shares of Common Stock outstanding at March 8,
1996:  895,467

          Documents incorporated by reference:  None



                                   PART IV
 ITEM  13.  EXHIBITS  AND REPORTS ON 10K 

(a)  (1) Exhibits Index

        27   Financial Data Scheduel dated December 31, 1995

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

      SDN BANCORP



      By:  Robert P. Keller /s/
        ----------------------------------------
         Robert P. Keller
         President, Chief Executive Officer 

      Date: March 29, 1996
                           
      By:Cathy Wingenbach /s/
         ---------------------------------------
        Cathy Wingenbach
        Principle Accounting Officer


      Date: March 29, 1996

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 issuer
and in the capacities and on the dates indicated.

      Signature                    Title                    Date


Robert P. Keller /s/           Director, President       March 29, 1996        
- ---------------------          and Chief Executive 
Robert P. Keller               Officer              


K. Thomas Kemp /s/             Director                  March 29, 1996
- ---------------------
K. Thomas Kemp


Edward A. Fox /s/              Director                  March 29, 1996
- ---------------------                
Edward A.  Fox

Charles E. Hugel /s/           Director                  March 29, 1996
- ---------------------                                       
Charles E. Hugel


Jefferson  W. Kirby /s/        Director                  March 29, 1996        
- ---------------------         
Jefferson  W. Kirby

EX-27

 

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<FISCAL-YEAR-END>                          DEC-31-1995
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