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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000702147-95-000017.txt : 19951206
<SEC-HEADER>0000702147-95-000017.hdr.sgml : 19951206
ACCESSION NUMBER:		0000702147-95-000017
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	19951205
ITEM INFORMATION:		Other events
FILED AS OF DATE:		19951205
SROS:			NASD

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SDNB FINANCIAL CORP
		CENTRAL INDEX KEY:			0000702147
		STANDARD INDUSTRIAL CLASSIFICATION:	STATE COMMERCIAL BANKS [6022]
		IRS NUMBER:				953725079
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-11117
		FILM NUMBER:		95599239

	BUSINESS ADDRESS:	
		STREET 1:		1420 KETTNER BLVD
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92101
		BUSINESS PHONE:		6192331234

	MAIL ADDRESS:	
		STREET 1:		P O BOX 12605
		CITY:			SAN DIEGO
		STATE:			CA
		ZIP:			92112-3605
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<TEXT>

                     SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

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

                                 FORM 8-K

                              CURRENT REPORT
                 Pursuant to Section 13 or 15 (d) of the 
                     Securities Exchange Act of 1934

- ---------------------------------------------------------------------------
Date of Report                               Commission File Number 0-11117
December 5, 1995
(date of earliest event reported)
(November 29, 1995)


                            SDNB FINANCIAL CORP.
          (Exact Name of registrant as specified in its charter)

                                CALIFORNIA
                 (State or jurisdiction or incorporation)

                                95-372079
                 (I.R.S. Employer Identification Number)

                            1420 Kettner Blvd.
                        San Diego, California  92101
            (Address of principal executive offices) (Zip Code)

                              (619) 233-1234
           (Registrant's telephone number, including area code)

                              Not Applicable
      (Former name or former address, if changed since last report)

<PAGE>
ITEM 5.     OTHER EVENTS

                 SDNB Financial Corp., Registrant, has announced an 
agreement has been approved by the Federal District Court to settle the 
lawsuit brought by Pioneer Liquidating Corporation against San Diego 
National Bank, its wholly owned subsidiary.  The settlement cost has 
already been provided for in the Bank's and the Registrant's consolidated 
financial statements as at September 30, 1995.

<PAGE>
ITEM 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND 
            EXHIBITS

            (c)     Exhibits

            Press release with respect to disclosure of resolution of 
            litigation.

<PAGE>
SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 
1934, the Registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized.

Dated:   December 5, 1995                   SDNB FINANCIAL CORP.


                                            By:  /s/
                                                 Howard W. Brotman
                                                 Senior Vice President/
                                                 Chief Financial Officer

<PAGE>
                                EXHIBIT "A"

Press release with respect to disclosure of resolution of litigation 
against Registrant's wholly-owned subsidiary.


<PAGE>
                             INDEX OF EXHIBITS

Exhibit 20     Press release with respect to disclosure of resolution of
               litigation against Registrant's wholly-owned subsidiary.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-20
<SEQUENCE>2
<TEXT>

                                  [SDNB FINANCIAL CORP. Letterhead]

NEWS

Date:       December 1, 1995
Subject:    Lawsuit Settlement
Contact:    Nikki Symington
Phone:      (619)232-2030


            SDNB Financial Corp. Announces Litigation Settlement

For Immediate Release:

            (San Diego, CA.)****SDNB Financial Corp. announced today that 
an agreement has been approved by the Federal District Court to settle the 
lawsuit brought by Pioneer Liquidating Corporation against San Diego 
National Bank, its wholly owned subsidiary.

            Murray L. Galinson, President and C.E.O. of both companies, 
stated that the settlement will result in resolution of all claims against
the bank, its officers and directors.

            "We are very pleased to finally have this matter behind us.  
This represents the end to a series of lawsuits involving Pioneer Mortgage 
Company that dated back to 1991.  Although we feel the bank did nothing 
wrong, it is important that this final phase be concluded.  We can not 
continue to bear the cost of defending these lawsuits," said Galinson.

            Galinson stated that the cost of settlement has been provided 
for in the bank's and holding company's financial statements at September 
30,1995.


                                   ####

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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