UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549
                                  
                               FORM 15
                                  
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION
12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO
FILE  REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES  EXCHANGE
ACT OF 1934.

                                  Commission File Number    000-11117
                                  
                         SDNB Financial Corp.
       (Exact name of registrant as specified in its charter)
                                  
1420 Kettner Boulevard, San Diego, California  92101, (619) 231-4989
 (Address, including zip code, and telephone number, including area
         code, of registrant's principal executive offices)
                                  
                               Common
      (Title of each class of securities covered by this Form)
                                  
                                  
 (Titles of all other classes of securities for which a duty to file
            reports under section 13(a) or 15(d) remains)

      Please  place an X in the box(es) to designate the  appropriate
rule  provision(s) relied upon to terminate or suspend  the  duty  to
file reports:

           Rule   12g-4(a)(1)(i) X           Rule   12h-3(b)(1)(i)
           Rule   12g-4(a)(1)(ii)            Rule   12h-3(b)(1)(ii)
           Rule   12g-4(a)(2)(i)             Rule   12h-3(b)(2)(i)
           Rule 126-4(a)(2)(ii)              Rule 15d-6

     Approximate number of holders of report as of the certification
     or notice date:               1

      Pursuant to the requirements of the Securities Exchange Act  of
1934, SDNB Financial Corp. has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person.


Date: March 3, 1997                   By: /s/Robert M. Heskett

Instruction:  This form is required by Rules 12g-4, 12h-3  and  15d-6
of  the  General Rules and Regulations under the Securities  Exchange
Act  of  1934.   The registrant shall file with the Commission  three
copies of Form 15, one of which shall be manually signed.  It may  be
signed  by  an officer of the registrant, by counsel or by any  other
duly authorized person.  The name and title of the person signing the
form shall be typed or printed under the signature.