SCHEDULE 14A INFORMATION
       Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934

Filed by the Registrant        X
Filed by a Party other than the Registrant

Check Appropriate Box:
  ___ Preliminary Proxy Statement
  ___ Confidential,  for  use  of  the  Commission  only  (as permitted by  Rule
      14a-6(e)(2))
  _X_ Definitive Proxy Statement (Revised)
  ___ Definitive Additional Materials
  ___ Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12

                              SJNB Financial Corp.
                (Name of Registrant as Specified In Its Charter)



        (Name of Person(s) Filing Proxy Statement, if other than the Registrant)


Payment of Filing Fee (Check the appropriate box):
  x  No fee required.

     Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     1)  Title of each class of securities to which transaction applies:

     2)  Aggregate number of securities to which the transaction applies:
 
     3)  Per  unit  price  or  other underlying  value  of  transaction computed
         pursuant to Exchange  Act Rule 0-11  (set forth the amount on which the
         filing fee is calculated and state how it was determined):
     4)  Proposed maximum aggregate value of transaction: 5) Total fee paid:

 ___Fee paid previously with preliminary materials

 ___Check box if any part of the fee is offset as provided by Exchange Act Rule
    0-11(a)(2) and identify  the  filing  for  which the offsetting fee was paid
    previously.  Identify the previous filing by registration statement  number,
    or the Form or Schedule and the date of its filing.
     1)  Amount Previously Paid:
     2)  Form, Schedule or Registration Statement No.:
     3)  Filing Party:
     4)  Date Filed:





      THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF SJNB
                                FINANCIAL CORP.

The  undersigned  acknowledges  receipt  of the  Notice  of  Annual  Meeting  of
Shareholders   of  SJNB   Financial   Corp.,  a  California   corporation   (the
"Corporation")  dated April 16, 1998, and revoking any proxy  heretofore  given,
hereby  constitutes  and appoints  Douglas L. Shen,  Diane P. Rubino and F. Jack
Gorry, or any of them, with full power of substitution, as attorney and proxy to
appear and vote all of the shares of common stock of the Corporation standing in
the name of the  undersigned  which the  undersigned  could  vote if  personally
present and acting at the Annual Meeting of  Shareholders  of the Corporation to
be held in the Main Dining Room at The San Jose  Country  Club,  15571 Alum Rock
Avenue, San Jose, California on May 27, 1998 at 10:00 a.m. local time, or at any
adjournments or postponements  thereof, upon the following items as set forth in
the Notice of Annual Meeting and more fully described in the Proxy Statement.

1. Election of Directors.  

   FOR ALL nominees (except as marked to the contrary below) ____
   WITHHOLD AUTHORITY____

   R.S.  Akamine,  R.A. Archer,  A.V. Bruno, R. Diridon, F.J. Gorry, J.R. Kenny,
   A.K. Lund, L. Oneal,  D.P. Rubino,  D.L. Shen, G.S. Vandeweghe

   (Instructions:  To withhold a  vote for one or more  nominees,  strike a line
    through that nominee's name.  To vote for all nominees except one whose name
    is struck, check "FOR."  To vote against  all  nominees  named  above, check
    "WITHHOLD AUTHORITY.")

2. To approve an amendment to 1996 Stock Option Plan. FOR__ AGAINST__ ABSTAIN__
   
3. To  approve  an  amendment  of  the  Articles  of  Incorporation   concerning
   elimination of cumulative voting. FOR__  AGAINST__   ABSTAIN__

4. To  approve  an  amendment  of  the  Articles  of  Incorporation  restricting
   shareholder action by written consent. FOR__  AGAINST__  ABSTAIN__
    
5. Ratification of  Accountants.  To ratify the appointment of KPMG Peat Marwick
   LLP  as  independent  certified  public accountants for the Company for 1998.
   FOR__  AGAINST__  ABSTAIN__

6. Other  Business.  The proxies are  authorized to vote in their  discretion on
   such other matters as may properly come before the meeting of any adjournment
   or postponement thereof.

   
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER HEREIN SPECIFIED
BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS INDICATED, THIS PROXY WILL BE
VOTED FOR ALL NOMINEES LISTED IN PROPOSAL 1, IN FAVOR OF PROPOSAL 2, IN FAVOR OF
PROPOSAL 3, IN FAVOR OF  PROPOSAL  4, IN FAVOR OF  PROPOSAL 5 AND IN  ACCORDANCE
WITH THE  DISCRETION  OF THE  PROXIES ON ANY OTHER  MATTERS  TO COME  BEFORE THE
ANNUAL MEETING.
                                                                      

                                                            Dated        , 1998


                                                            ____________________
                                                                 (Signature)



                                                                 (Signature)

                                                                               
                                            (This proxy should be marked, dated,
                                             signed by the shareholder(s)exactly
                                             as his or her name  appears  hereon
                                             and   returned   promptly   in  the
                                             enclosed    envelope.   Executors, 
                                             administrators, guardians, officers
                                             of   the   corporation  and  others
                                             signing  in  a  fiduciary  capacity
                                             should state  their full titles  as
                                             such.  If shares are held by  joint
                                             tenants  or  as community property,
                                             both should sign.)

                                             DO NOT FOLD, STAPLE OR MUTILATE

   WHETHER OR  NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO MARK,
   SIGN, DATE AND PROMPTLY RETURN THIS PROXY, USING THE ENCLOSED ENVELOPE.