FORM 8-A

                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C. 20549


            FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                 PURSUANT TO SECTION 12(b) OR (g) OF THE

                     SECURITIES EXCHANGE ACT OF 1934


                           SDNB FINANCIAL CORP.

          (Exact name of registrant as specified in its charter)

               California                           95-3725079
(State of incorporation or organization) (I.R.S. Employer Identification No.)



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

          Securities to be registered pursuant to Section 12(b) of the Act:

          Title of each class           Name of each exchange on which
          to be so registered           each class is to be registered
                                        
    ______________________________       ______________________________  
                                        

     If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.  [  ]

     If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box.  [  ]


     Securities to be registered pursuant to Section 12(g) of the Act:

                 Subscriptions Rights to purchase Common Stock
                             (Title of class)





              INFORMATION REQUIRED IN REGISTRATION STATEMENT


Item 1.  Description of Registrant's Securities to be Registered.

         Incorporated by reference from the form of prospectus to be
subsequently filed by the registrant pursuant to Rule 424(b) of the
Securities Act of 1933, as amended.


Item 2.  Exhibits.

      Exhibit 1.  Form of Subscription Agent Agreement (incorporated by
                  reference from Exhibit 99(a) to the registrant's
                  Registration Statement on Form S-3, filed on April 3,
                  1995, SEC File No. 33-58379).

      Exhibit 2.  Form of Subscription Warrant (incorporated by reference
                  from Exhibit 99(b) to the registrant's Registration
                  Statement on Form S-3, filed on April 3, 1995, SEC File
                  No. 33-58379).




                                SIGNATURE


          Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, California.

          (Registrant)         SDNB Financial Corp.
                 Date          May 5, 1995
                   By          /s/ Howard W. Brotman
                               Howard W. Brotman, Senior Vice President,
                               Secretary, and Chief Financial Officer