10-K/A

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-K/A
                              AMENDMENT NO. 1 to:

                                   (Mark One)
                 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934 

                   For the Fiscal Year ended December 31, 1997

                                       OR

                 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition period from __________ to ___________

                         Commission File Number 0-11771

                              SJNB Financial Corp.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

   California                                             77-0058227
  (State or other jurisdiction of                        (I.R.S. Employer
   incorporation or organization)                         Identification No.)

ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA  95113
- --------------------------------------------------------------------------------
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number    (408) 947-7562

Securities registered pursuant to Section 12(b)of the Exchange Act: NONE

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

                           Common Stock, no par value
- --------------------------------------------------------------------------------
                                (Title of class)

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No ___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  of the  registrant,  based on a market value of $40.00 per share
(the closing price of the Common Stock, as of June 24, 1998) was $78,542,136.

Number of  shares of common  stock  outstanding  as of June 24, 1998:  2,470,500
shares. 

                      Documents incorporated by reference:

Meeting  of   Shareholders   (to  be  filed  pursuant  to  Regulation  14A)  are
incorporated by reference into Part III of this Report.

SJNB Financial Corp. ("the Corporation")  hereby files its Annual Report on Form
10-K for the year ended  December 31, 1997, to include  Restated  Financial Data
Schedules  for the years ended  December  31, 1997,  1996 and 1995,  and for the
first second and third  quarters of 1996 and 1997.  The Amendment is a result of
the Corporation's  adoption of Statement of Financial  Accounting  Standards No.
128, "Earnings Per Share."


Accordingly,  the undersigned  registrant hereby files the following exhibits as
set forth in the pages attached hereto:

         Exhibit 27  Financial Data Schedule Restated for the Years ended 
         December 31,1997, December 31, 1996 and December 31, 1995.
          
         Exhibit 27.1 Financial Data Schedule Restated for the periods ended 
         March 31, 1996, June 30, 1996 and September 30, 1996.

         Exhibit 27.2 Financial Data Schedule Restated for the periods ended 
         March 31, 1997, June 30, 1997 and September 30, 1997.   
     
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Date:  June 29, 1998                             SJNB Financial Corp.

By:  S/J.R. Kenny                                By:  S/E.E. Blakeslee
     James R. Kenny                                   Eugene E. Blakeslee
     President and Chief                              Executive Vice President &
     Executive Officer                                Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  Registrant and
in the capacities and on the dates indicated.

S/J.R. Kenny
James R. Kenny
President, Chief Executive Officer
and Director
June 29, 1998

S/E.E. Blakeslee
Eugene E. Blakeslee
Executive Vice President and
Chief Financial Officer and
Chief Accounting Officer
June 29, 1998

S/R.S. Akamine
Ray S. Akamine, Director
June 29, 1998

S/R.A. Archer
Robert A. Archer
Chairman and Director
June 29, 1998

S/A.V. Bruno
Albert V. Bruno, Director
June 29, 1998

S/R. Diridon
Rod Diridon, Director
June 29, 1998

S/F.J. Gorry
F. Jack Gorry, Director
June 29, 1998

S/A.K. Lund
Arthur K. Lund, Director
June 29, 1998

S/L. Oneal
Louis Oneal, Director
June 29, 1998

S/D. Rubino
Diane Rubino, Director
June 29, 1998

S/D.L. Shen
Douglas L. Shen, Director
June 29, 1998

S/G.S. Vandeweghe
Gary S. Vandeweghe, Director
June 29, 1998

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 




<ARTICLE>                    9


<LEGEND>
This schedule  contains summary  financial  information  extracted from the Form
10-KSB for the years ended December 31, 1995 and December 31, 1996 and Form 10-K
for the year ended  December  31,  1997,  and is  qualified  in its  entirety by
reference to such financial statements and accompanying disclosures.




 

EX-27.1

 
    
<ARTICLE>                    9   

<LEGEND>

This schedule  contains summary  financial  information  extracted from the Form
10-QSB for quarters ended March 31, 1996, June 30, 1996, September 30, 1996, and
is  qualified in its entirety by  reference  to such  financial  statements  and
accompanying disclosures.

<CURRENCY>                         US Dollars
<MULTIPLIER>                       1,000
       

                                                                    
<PERIOD-TYPE>                      3-mos            6-mos           9-mos       
<FISCAL-YEAR-END>                  Dec-31-1996      Dec-31-1996     Dec-31-1996 
<PERIOD-START>                     Jan-01-1996      Jan-01-1996     Jan-01-1996 
<PERIOD-END>                       Mar-31-1996      Jun-30-1996     Sep-30-1996
<EXCHANGE-RATE>                    1                1               1       
<CASH>                             13,941           17,015          16,568      
<INT-BEARING-DEPOSITS>                  0                0               0      
<FED-FUNDS-SOLD>                    2,000                0           1,500      
<TRADING-ASSETS>                        0                0               0      
<INVESTMENTS-HELD-FOR-SALE>        48,190           48,040          55,964      
<INVESTMENTS-CARRYING>             15,264           15,448          15,316      
<INVESTMENTS-MARKET>               15,375           15,506          15,408      
<LOANS>                           179,554          188,305         191,084      
<ALLOWANCE>                         3,859            4,021           3,998      
<TOTAL-ASSETS>                    267,358          276,758         288,182      
<DEPOSITS>                        203,737          213,176         229,755      
<SHORT-TERM>                       31,567           31,767          25,256      
<LIABILITIES-OTHER>                 5,025            3,707           3,500      
<LONG-TERM>                             0                0               0      
<PREFERRED-MANDATORY>                   0                0               0      
<PREFERRED>                             0                0               0      
<COMMON>                           19,711           19,897          20,170      
<OTHER-SE>                          7,318            8,211           9,501      
<TOTAL-LIABILITIES-AND-EQUITY>    267,358          276,758         288,182      
<INTEREST-LOAN>                     4,914            9,979          15,199      
<INTEREST-INVEST>                     938            1,942           2,986      
<INTEREST-OTHER>                       (2)              (5)             (7)     
<INTEREST-TOTAL>                    5,850           11,916          18,178      
<INTEREST-DEPOSIT>                  1,483            3,109           4,796      
<INTEREST-EXPENSE>                  1,929            3,976           6,010      
<INTEREST-INCOME-NET>               3,921            7,940          12,168      
<LOAN-LOSSES>                          20               50             100      
<SECURITIES-GAINS>                      0              (79)           (146)     
<EXPENSE-OTHER>                     2,473            4,813           7,236      
<INCOME-PRETAX>                     1,688            3,510           5,447      
<INCOME-PRE-EXTRAORDINARY>          1,688            3,510           5,447      
<EXTRAORDINARY>                         0                0               0      
<CHANGES>                               0                0               0      
<NET-INCOME>                          959            2,003           3,123      
<EPS-PRIMARY>                        .40              .82            1.27   
<EPS-DILUTED>                        .37              .77            1.19   
<YIELD-ACTUAL>                       .067             .065            .067 
<LOANS-NON>                           235              428             615      
<LOANS-PAST>                          246               17               0      
<LOANS-TROUBLED>                        0                0               0      
<LOANS-PROBLEM>                         0                0               0      
<ALLOWANCE-OPEN>                    3,847            3,847           3,847      
<CHARGE-OFFS>                         176              186             341      
<RECOVERIES>                          118              260             342      
<ALLOWANCE-CLOSE>                   3,859            4,021           3,998      
<ALLOWANCE-DOMESTIC>                3,601            3,473           3,471      
<ALLOWANCE-FOREIGN>                     0                0               0      
<ALLOWANCE-UNALLOCATED>               258              548             527      
                                                                           

 

EX-27.2

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 

<ARTICLE>                9
<LEGEND> 
This schedule  contains summary  financial  information  extracted from the Form
10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997
and is qualified in its entirety by reference to such  financial  statements and
accompanying disclosures.