SDNB Financial Corp.         Rule 424(b) (3)
                                                         Commission File
                                 PROSPECTUS                 No. 333-1231
                        952,677 Shares of Common Stock
                               (no par value)

     This Prospectus relates to the offering of 952,677 shares (the 
"Shares") of Common Stock, no par value ("Common Stock"), of SDNB Financial
Corp. (the "Company") by certain selling shareholders (the "Selling 
Shareholders").  See "Selling Shareholders."  All of the Shares offered 
hereby may be offered from time to time by the Selling Shareholders. See 
"Plan of Distribution."  The Company will not receive any of the proceeds 
from the sale of the Shares by the Selling Shareholders.  See "Use of 
Proceeds."  The Shares were acquired by the Selling Shareholders from the 
Company in the following circumstances:

1.   510,121 shares of Common Stock were issued March 28, 1995 at a price 
     of $4.34 per share pursuant to a private placement to two limited 
     partnerships of which WHR Management Corp. is the general partner 
     ("WHR").  The 510,121 shares issued to WHR then constituted 24.9% of
     the Company's outstanding Common Stock after such issuance.

2.   A warrant to purchase 37,363 shares of Common Stock at  $4.34 per share 
     was issued to Torrey Pines Securities, Inc. ("Torrey  Pines") pursuant  
     to  a Rights Agent Agreement in connection with  a  rights offering  to  
     existing  shareholders of  the  Company  (the  "Rights Offering").  The 
     Rights Offering, which resulted in the issuance  of 769,582 shares of 
     Common Stock at $4.34 per share, was completed  on September  28,  1995. 
     Subsequently,  Torrey  Pines  assigned   the warrants and its related 
     registration rights to two of its officers, Jack C. Smith and Henry A. 
     Dahlgren.

3.   255,193 shares of Common Stock were issued October 6, 1995, at a price 
     of $4.34 per share pursuant to a private placement to WHR  in accordance  
     with an agreement whereby WHR maintained its 24.9% ownership of the 
     Company's outstanding Common Stock, taking into account the shares issued 
     in the Rights Offering.

4.   A warrant to purchase 150,000 shares of the Company's Common  Stock at  a  
     price of $5.44 per share was issued on November 30, 1995, to PKH  
     Kettner Investors, LLC ("PKH") as additional consideration for granting  
     a new loan secured by a first deed of trust on property owned by the San 
     Diego National Bank Building Joint Venture ("Joint Venture"), the 
     Company's subsidiary.  A member of PKH, Mr. Sol Price, is a principal 
     shareholder of Price Enterprises, Inc.  Mr. Murray L. Galinson, 
     President, Chief Executive Officer and a Director of the Company and 
     Chief Executive Officer  and a Director of the Bank, serves as a Director  
     of Price Enterprises Inc.

     The Common Stock is traded on the NASDAQ National Market System (the 
"NASDAQ/NMS") under the symbol "SDNB" and, on May 15, 1996 the last sale 
price of the Common Stock was $6.75.

          HOLDERS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER 
                          "RISK FACTORS" (PAGES 4-6).
                                _______________

     The Shares may be offered from time to time in transactions through the 
Nasdaq National Market System, in negotiated transactions, or by a combination  
of such methods of sale.  The Shares may  be  offered  at fixed  prices which 
may be changed, at market prices prevailing at  the time of sale, at prices 
related to such prevailing market prices, or at negotiated  prices.  The 
Selling Shareholders may effect  such transactions by selling the Shares to or 
through underwriters,  brokerdealers,  or agents.  Such underwriters, broker-
dealers, or agents  may receive  compensation  in  the  form  of  discounts,  
concessions, or commissions  from  the Selling Shareholders or the purchases 
of the Shares  (or  a  combination of the two).  Compensation to a  particular 
broker-dealer might be in excess of customary commissions.   See  "Plan of 
Distribution."

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND 
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES 
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE 
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS 
A CRIMINAL OFFENSE. 
                                  _________________

         THESE SECURITIES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE NOT 
             INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION,
          THE BANK INSURANCE FUND, OR ANY OTHER GOVERNMENTAL AGENCY.

              The date of this Prospectus is May 16, 1996. 


                            AVAILABLE INFORMATION

     The  Company  is subject to the informational requirements  of  the 
Securities Exchange Act of 1934, as amended (the "Exchange Act") and in 
accordance therewith  files reports, proxy statements, and other information 
with the Securities and Exchange Commission (the "Commission").  Such reports, 
proxy statements, and other information can be inspected and copied at the  
public  reference  facilities maintained by the Commission at Room 1024, 
Judiciary Plaza,  450  Fifth Street,  N.W.,  Washington, D.C. 20549 and at its 
Regional  Offices  at Seven  World  Trade Center, Suite 1300, New York, New  
York  10048  and Citicorp Center, 500 West Madison Street, Suite 1400, 
Chicago, Illinois 60661.  Copies of such material can be obtained from the  
Commission's Public  Reference  Section at 450 Fifth Street, N.W., Washington,  
D.C. 20549 at prescribed rates.

     The Company has filed with the Commission a Registration Statement on	
Form S-3 (together with all amendments and exhibits, the "Registration 
Statement") relating to the Shares.  This Prospectus does not  contain  all  
of  the information set forth  in  the  Registration Statement  and  exhibits 
thereto that the Company has  filed  with  the Commission   under  the  
Securities  Act  of  1933,  as  amended   (the "Securities Act"), and to which 
reference is hereby made.

                  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     Incorporated  by  reference in this Prospectus  are  the  following 
documents  filed  by the Company with the Commission  pursuant  to  the 
Exchange Act:

     1.  the Company's Annual Report on Form 10-K for the year ended 
December 31, 1995; and
     2.  the  description  of  the Common  Stock  in  the  Company's 
registration statement filed under the Exchange Act with respect to the Common  
Stock,  including  any amendments and  reports  filed  for  the purpose of 
updating such description.

     All documents subsequently filed by the Company with the Commission 
pursuant  to  Sections 13(a), 13(c), 14, or 15(d) of the  Exchange  Act after  
the date of this Prospectus and prior to the termination of  the registration 
statement shall be deemed to be incorporated by  reference in this Prospectus 
and to be a part hereof from the date such documents are  filed.   Any  
statement  contained in a document  incorporated  or deemed  to  be 
incorporated by reference herein shall be deemed  to  be modified  or 
superseded for purposes of this Prospectus to  the  extent that  a  statement 
contained herein or in any other subsequently  filed document  which  also is 
or is deemed to be incorporated  by  reference herein  modifies  or  
supersedes  such  statement.   Any  statement  so modified  or  superseded 
shall not be deemed, except as so modified  or superseded, to constitute a 
part of this Prospectus.

     The  Company will provide, without charge, to each person  to  whom this  
Prospectus is delivered, on the written or oral  request  of  any such  
person,  a  copy  of  any or all of the information  incorporated herein  by  
reference  other than exhibits to such information  (unless such  exhibits  
are  specifically incorporated by reference  into  such information).   
Written or oral requests should  be  directed  to  SDNB Financial  Corp., 1420 
Kettner Boulevard, San Diego, California  92101, Attention: Howard W. Brotman, 
telephone (619) 233-1234, ext. 717.

                                THE COMPANY

     SDNB  Financial  Corp. (the "Company") is a  bank  holding  company 
incorporated under the laws of the State of California in 1982  and  is 
registered  under  the federal Bank Holding Company Act  (the  "BHCA"). The  
Company's  principal subsidiary is San Diego  National  Bank,  San Diego,   
California  (the  "Bank"),  a  national  banking   association organized  in  
1981,  the deposits of which are  insured  by  the  Bank Insurance  Fund  
("BIF") of the Federal Deposit  Insurance  Corporation (the  "FDIC") up to 
applicable limits.  Through the Bank,  the  Company provides  general  
commercial banking services in the metropolitan  San Diego  area,  focusing  
primarily  upon  wholesale  commercial  banking operations and emphasizing the 
needs of small and medium size  business firms  and  corporations  and the 
personal banking  needs  of  business executives and professional persons 
located in the Bank's service area.  At December 31, 1995, the Company had 
consolidated assets of approximately $179 million, consolidated liabilities 
of approximately $162 million  (which  includes total deposits  through  the  
Bank of approximately $140 million), and shareholders' equity of 
approximately $17 million.  The Company's principal executive office is 
located  at 1420 Kettner Boulevard, San Diego, California 92101, and its 
telephone number is (619) 233-1234.

     The Company is a joint venture partner in the San Diego National Bank 
Building Joint Venture (the "Joint Venture"), a partnership formed for the 
purpose of constructing and developing the office building that houses the 
Company and the Bank.  The Joint Venture is 62% owned by the Company  and  the  
Company is the general partner.   In  addition,  the Company owns SDNB 
Mortgage Bankers, a California corporation, which  is currently inactive.


                                 RISK FACTORS

Dividend Limitations

     The capital stock of San Diego National Bank (the "Bank") is one of the  
Company's two principal assets.  See "THE COMPANY."  As a national bank 
subject to the regulation of the Office of the Comptroller of  the Currency  
(the "Comptroller"), the Bank is subject to legal limitations on  the  source
and amount of dividends it is permitted to pay  to  the Company.   The 
approval of the Comptroller is required for any dividend by  a  national bank 
if the total of all dividends declared by the bank in  any  calendar  year 
would exceed the total of its net  profits,  as defined  by the Comptroller, 
for that year, combined with its  retained net  profits for the preceding two 
years.  As of December 31, 1995, the Bank had available for dividends 
approximately $1,370,000 without the approval of the Comptroller.  The payment 
of dividends by the Bank  may also be  affected  by  other factors, such  as  
requirements  for  the maintenance of adequate capital.  In addition, the 
Comptroller and  the Federal  Deposit Insurance Corporation (the "FDIC") are  
authorized  to determine   under  certain  circumstances  relating  to  the  
financial condition of a national bank whether the payment of dividends would  
be an  unsafe or unsound banking practice and to prohibit payment thereof. 
Finally,  under  the Federal Deposit Insurance Corporation  Improvement Act  
("FDICIA"),  an insured depository institution is prohibited  from making  any 
capital distribution to its owner, including any  dividend, if, after making 
such distribution, the depository institution fails to meet the  required  
minimum  level for any relevant  capital  measure, including  the  risk-based  
capital  adequacy  and  leverage  standards discussed under "Capital" below.

     The  Company  and  the Federal Reserve Bank of San  Francisco  (the 
"Reserve  Bank")  entered  into  an agreement  on  November  20,  1992, 
pursuant  to which the Company must obtain the approval of the  Reserve Bank
prior  to,  among  other actions, the  declaration  of  any  cash dividends.

Capital

     The Federal Reserve Board (the "Reserve Board") and the Comptroller have 
adopted  risk-based capital adequacy guidelines for bank  holding companies  
and  banks under their supervision.  Under the Comptroller's guidelines, a 
bank is "well capitalized" (the highest rating) if its so called  "Tier 1 
capital" and "total capital" as a percentage  of  risk-weighted assets and 
certain off-balance sheet instruments are at  least 6%  and  10%, 
respectively.  Under the Reserve Board's guidelines,  the Tier 1 capital and 
total capital of all bank holding companies must  be at least 4% and 8%, 
respectively.

     The Reserve Board and the Comptroller have also imposed a leverage 
standard to supplement their risk-based ratios.  This leverage standard 
focuses  on a banking institution's ratio of Tier 1 capital to  average total  
assets  adjusted for goodwill and certain  other  items.   Under these  
guidelines,  banking institutions that  meet  certain  criteria, including  
excellent asset quality, high liquidity, low  interest  rate exposure,  and 
good earnings, and have received the highest  regulatory rating, must maintain 
a ratio of Tier 1 capital to total assets  of  at least  3%.   Institutions  
not  meeting  these  criteria,  as  well  as institutions  with  supervisory, 
financial, or operational  weaknesses, along  with those experiencing or 
anticipating significant growth,  are expected to maintain a Tier 1 capital to 
total assets ratio equal to at least 4% to 5%.

     As  reflected in the following table, the risk-based capital ratios and 
leverage ratios of the Company and the Bank, as of December 31, 1995, 
exceeded the fully phased-in risk-based capital adequacy 
guidelines and the leverage standard.



                        Capital Components and Ratios
                           (Dollars in Thousands)

                                        December 31, 1995
                                 Company                    Bank
     Capital Components
        Tier 1 Capital           $16,726                 $13,656
        Total Capital             18,218                  15,017
     Risk-weighted assets 
     and off-balance sheet 
     instruments                 117,967                 107,310
     Regulatory Capital
     Tier 1 risk-based:
        Actual                    14.18%                  12.73%
        Required                   4.00%                   6.00%
        Excess                    10.18%                   6.73%
     Total risk-based:
        Actual                    15.43%                  13.98%
        Required                   8.00%                  10.00%
        Excess                     7.43%                   3.98%
     Leverage:
        Actual                     9.37%                   8.43%
        Required                   5.00%                   5.00%
        Excess                     4.37%                   3.43%

     FDICIA  requires each federal banking agency, including the Reserve 
Board, to revise its risk-based capital standards to ensure that  those 
standards take adequate account of interest rate risk, concentration of credit  
risk, and the risk of non-traditional activities,  and  reflect the  actual  
performance  and  expected risk  of  loss  on  multifamily mortgages.   The  
Reserve  Board, the FDIC, and  the  Comptroller  have issued proposed rules 
whereby exposures to interest rate risk would  be measured as the effect that 
a specified change in market interest rates would  have  on  the  net  
economic value of  a  bank.   This  economic perspective  considers the effect 
that changing market  interest  rates may  have on the value of a bank's 
assets, liabilities, and off-balance sheet  positions.   Institutions with 
interest rate  risk  exposure  in excess of a threshold level would be 
required under the proposed  rules to  hold  additional capital proportional 
to that  risk.   The  Reserve Board,  the FDIC, the Comptroller, and the 
Office of Thrift Supervision have issued a final rule amending the risk-based 
capital guidelines  to take account  of  concentration  of  credit  risk  and  
the  risk   of non-traditional  activities.   The  final  rule  amends  each  
agency's risk-based capital standards by explicitly identifying concentration 
of credit  risk  and the risk arising from non-traditional activities,  as 
well as an institution's ability to manage those risks, as important factors 
to  be  taken  into  account by the  agency  in  assessing  an institution's  
overall capital adequacy.  The final rule became effective on January 17, 
1995.  The final rule  has  not  materially impacted  on the Company's capital 
requirements, but there  can  be  no assurance that the adoption of other 
proposals implementing FDICIA will not have an adverse impact on the Company's 
capital requirements.

     Bank regulators and legislators continue to indicate their desire to 
raise  capital requirements applicable to banking organizations  beyond their 
current levels.  However, management is unable to predict whether and when 
higher capital requirements would be imposed and, if imposed, at what levels 
and on what schedule.

Dilution

     Following  is  a  table  showing  the  effect  on  the   Company's 
shareholders' equity and per share book value of the potential exercise of the 
outstanding warrants (765,314 shares being registered had already been
accounted for):
                                No. of Shares     Shareholders'     Per Share
                                 Outstanding         Equity            Book 
                                                                       Value
December 31, 1995 amount -
  per financial statements        3,073,260       $16,685,992         $5.43
Add proceeds from the exercise 
  of warrants @ $4.34 per share   3,110,623           162,155          ____
  as to 37,363 Shares                              16,848,147          5.42
Add proceeds from the exercise of
  warrants @ $5.44 per share      3,260,623           816,000          ____
  as to 150,000 Shares                            $17,664,147         $5.42



Litigation

     In January 1993, the Bank was named as a defendant in an adversary 
proceeding filed by Pioneer Liquidating Corporation ("PLC"),  successor to  
six  bankrupt  Pioneer  Mortgage  Company  entities  (collectively, "Pioneer")  
in  the  Bankruptcy  Court for  the  Southern  District  of California.  
Investors in Pioneer had previously filed suit against the Bank,  which 
litigation was settled in 1992.  The PLC case was  settled with the  final 
settlement agreement approved by the Federal  District Court for the Southern 
District of California on November 29, 1995.

     A preliminary agreement between the Bank and PLC contemplated that the 
Bank  would  make payment to PLC on execution  of  the  settlement agreement  
and  assign  to  PLC  certain  charged-off  loans,   without recourse.  The 
preliminary agreement further provided that after  being given  credit  for 
the payment by the Bank and the collections  on  the assigned  charged-off 
loans, payment of the remaining  balance  of  the total  settlement amount was 
to be guaranteed by Charles  I.  Feurzeig, Chairman  of  the Board of the 
Company, and PVCC, Inc.,  a  corporation controlled  by  Mr.  Feurzeig 
(collectively, the "Feurzeig  Entities"). Such guarantee  was  being  given  
by  the  Feurzeig   Entities   for consideration independent of Mr. Feurzeig's 
investment in the Company.

     Subsequent negotiations led to the settlement agreement  approved by  the  
Court whereby the Bank paid $600,000 to PLC and  the  Feurzeig Entities  paid  
$1,050,000  to  PLC upon execution  of  the  settlement agreement and the 
Feurzeig Entities took the place of PLC with  respect to  assignment  of  the  
charged-off loans.  In  consideration  of  the modification  of  the original 
list of charged-off loans  to  eliminate certain  loans  which  had been only 
partially  charged-off,  the  Bank agreed  to  assign additional newly 
charged-off loans  (90  days  after charge-off) to the Feurzeig Entities, 
until the first to occur of:

        (a)     Five years after  the date  of  the  settlement agreement; or
        (b)     Such  time as the Feurzeig Entities have collected  on such 
loans $1,050,000 plus a return equal to the rate of 9.5%  per year on the 
unpaid portion of such $1,050,000.

     Pursuant to the settlement agreement the Feurzeig Entities do not have 
recourse or a claim against the Bank should the collections on the assigned 
charged-off  loans amount to less  than  $1,050,000.   Should collections  
exceed $1,050,000 plus the return referred to  above,  the Feurzeig  Entities 
have agreed to pay to the Bank 50%  of  such  excess collections.

Interests of WHR

     At May 15, 1996, there were 3,073,260 shares of Common Stock  of  
the Company outstanding and entitled to vote.   As  of  such date,   WHR   
beneficially  owned  765,314  shares  of  Common   Stock, representing 24.9% 
of the outstanding shares of Common Stock.

     There  is  a  pre-existing  relationship  between  the  Bank  and 
Danielson  Trust Company ("Danielson"), an affiliate of WHR,  in  which the  
Bank  refers potential trust customers to Danielson for a referral fee.   
Additionally, Danielson acts as trustee for the Bank's  Deferred Savings  
Plan.  The Company has been informed that Danielson  has  over $41.45 billion 
in trust assets under administration.  The referral  fee arrangement  is and  
trusteeship are conducted on an arm's-length  basis and  on  market  terms  
and  conditions.  They  are  not significant  financial transactions for 
either the Bank  or  Danielson. The Company is also advised that a 
corporation controlled by Charles I. Feurzeig,  the  Chairman  of the 
Company's Board  of  Directors,  is  a customer of Danielson, with an account 
of approximately $800,000950,000 under  administration.  There are no other 
existing affiliations, other than those described herein, between WHR and the 
Company or any of  the Company's officers and directors.

Special Considerations Affecting the San Diego National Bank Deferred Savings 
Plan

     On  May 22, 1995, the Company submitted an exemption request with the  
Department  of Labor (the "DOL") with respect to the  exercise  of rights  
pursuant to the Rights Offering by the San Diego National  Bank Deferred 
Savings Plan (the "Plan"), which request, if approved, will be retroactively 
effective to the expiration date of the Rights  Offering. In the event that 
the exemption request is not approved by the DOL, any subscription  rights 
exercised by the Plan, or Common Stock  issued  to the  Plan pursuant to such 
exercise, will be invalidated by the Company and  the  aggregate  subscription 
price paid by the Plan  ($72,743)  to exercise such subscription rights will 
be returned to the Plan, without interest.



                                SELLING SHAREHOLDERS

     The table below sets forth the name of each Selling Shareholder, the  
number of Shares owned by each  Selling Shareholder as of approximately 
February 1, 1996, the number of Shares offered  hereby  for  each Selling 
Shareholder, the amount and percentage of the Common Stock to be owned by 
each Selling Shareholder  assuming that all of the Shares offered for 
sale by that Selling Shareholder are sold,  and  the  nature of any material 
relationship that  the  Selling Shareholder has had within the past three 
years with the Company or any of  its  affiliates.  The information in the 
following table  as  to  a Selling  Shareholder  was  supplied to  the  
Company  by  that  Selling Shareholder.

                                                        Amount and Percentage
                                                       of Common Stock to be
                   Number of Shares                   Owned After the Offering
                     or Warrant      Number of Shares       
     Selling          Currently          Offered   
   Shareholder          Owned            Hereby          Amount       Percent

WHR                765,314 Shares        765,314          none           -0-

Jack C. Smith       18,681 Warrants       18,681          none           -0-

Henry A. Dahlgren   18,682 Warrants       18,682          none           -0-

PKH                150,000 Warrants      150,000          none           -0-

                         PLAN OF DISTRIBUTION

     Any or all of the Shares offered hereby may be sold from time to time by 
the Selling Shareholders.  The Selling Shareholders may sell the  Shares in 
transactions through the Nasdaq National Market  System, in  negotiated  
transactions, or by a combination of  such  methods  of sale.   The Shares may 
be offered at fixed prices that may be  changed, at  market prices prevailing 
at the time of sale, at prices related  to such  prevailing market prices, or 
at negotiated prices.   Such  prices will  be determined by each Selling 
Shareholder or by agreement between a  Selling  Shareholder and his or her 
underwriter,  broker-dealer,  or agent.

     Any underwriter, broker-dealer, or agent participating in the 
distribution  of the Shares offered hereby may receive compensation  in the  
form of underwriting discounts, concessions, commissions, or  fees from  the  
Selling  Shareholders or the purchasers of  the  Shares  (or both).   Such  
compensation may be in excess of customary  commissions.  In  addition,  the  
Selling Shareholders and any  underwriter,  brokerbroker-dealer,  or agent 
that participates in the distribution  of  the Shares  may  be  deemed to be 
an underwriter under the  Securities  Act (although neither the Company nor 
any Selling Shareholder so concedes), and  any profit on the sale of Shares 
and any discount, commission,  or concession received by any of such 
underwriter, broker-dealer, or agent may  be  deemed to be underwriting 
discounts and commissions under  the Securities Act.

     Certain agreements between the Company and WHR, between  the Company and 
Messrs. Smith and Dahlgren (as assignees), and between  the Company  and PKH 
(collectively, the "Registration Agreements"), provide that the Company will 
pay all the expenses incident to the Registration Statement  and  certain 
other expenses related to the offering  of  the Shares, other  than 
underwriting  fees,  discounts,  or  commissions attributable  to  the sale of 
the Shares.  The Registration  Agreements also  provide  that the Company will 
indemnify the Selling Shareholders against  certain  liabilities  and  
expenses  in  connection  with  the Registration Statement.

                              USE OF PROCEEDS

     The Shares offered hereby are for the accounts of the Selling 
Shareholders.   Accordingly, the Company will not receive  any  of  the 
proceeds from any sales of the Shares by the Selling Shareholders.  

If Selling Shareholders exercise warrants to receive as yet unissued Shares, 
the Company will receive proceeds from the exercise of warrants.   If  all  
warrants underlying as  yet  unissued  Shares  are exercised,  the  aggregate  
exercise price  of  the  warrants  will  be $978,155,  which  the  Company 
intends to  use  for  general  corporate purposes.



                                    EXPERTS

     The  consolidated balance sheets as of December 31, 1995 and 1994 and the 
consolidated statements of operations, shareholders' equity and cash flows for 
each of the three years in the period ended December 31, 1995,   incorporated  
by  reference  in  this  Prospectus,  have   been incorporated  herein  in  
reliance on the  report of  Coopers &  Lybrand  L.L.P., independent 
accountants, given on the authority  of that firm as experts in accounting and 
auditing.

OPINION

     Arnold & Porter, Los Angeles, California, special counsel to  the 
Company,  has  rendered an opinion to the effect that the Common  Stock 
offered hereby, when issued as contemplated in this Prospectus, will be 
legally issued, fully paid, and nonassessable.



No person has been authorized to give 
any information or to make any 
representation not contained in this 
Prospectus and, if given or made, such 
information or representation must not 
be relied upon as having been authorized
by the Company. This Prospectus does not
constitute an offer to sell or a 
solicitation  of an offer to buy any of 
the  securities offered hereby in any 
jurisdiction to any person to whom it 
is unlawful to make such offer in such 
jurisdiction.  Neither the delivery of 
this Prospectus nor any sale made 
hereunder shall, under any circumstances,
create an implication that the information
herein is correct as of any time subsequent          SDNB FINANCIAL CORP.
to the date hereof or that there has been 
no change in the affairs of the Company  
since such date.                                       952,677 Shares

           TABLE OF CONTENTS

                                  Page 
Available Information................3 
Incorporation of Certain 
  Documents by Reference.............3
The Company..........................3                  Common Stock
Risk Factors.........................4                 (no par value)
Selling Shareholders.................7 
Plan of Distribution.................7 
Use of Proceeds......................8 
Capitalization.......................8 
Experts..............................8                   PROSPECTUS
Opinion..............................8














                                                             May 16, 1996