content: <HTML>
  <HEAD>
  <TITLE> 8K for 7/17/01
  </TITLE>
  </HEAD>
  <BODY>
  
  
  <PRE>
                              SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D. C. 20549
  
  
                                           FORM 8-K
  
  
                                        CURRENT REPORT
  
  
                            Pursuant to Section 13 or 15(d) of the
                                Securities Exchange Act of 1934
  
  
  
               Date of Report (Date of earliest event reported): July 17, 2001
                                                                 --------------
  
  
  
                               SJNB Financial Corp.
                               ---------------------
                    (Exact name of registrant as specified in its charter)
  
  
  
        California                     0-11771                 77-0058227
  -------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission             (I.R.S. Employer
  of incorporation)                   File Number)           Identification Number)
  
  
                    One North Market Street
                    San Jose, California                   95113
              ----------------------------------------------------------
              (Address of principal executive offices)   (Zip Code)
  
  
  
              Registrant's telephone number, including area code: (408) 947-7562
                                                                  ---------------
  
  
  
                            Not Applicable
                            ---------------
                 (Former name or former address, if changed since last report)
  </PRE>
  
  <PAGE>
  
  
  <P>Item 9. REGULATION FD DISCLOSURE.</P>
  
  <P>SJNB Financial Corp. issued the following press release concerning its second
  quarter earnings on July 17, 2001:</P>
  
  <P>FOR RELEASE Tuesday, July 17, 2001 @ 4:00 p.m. PDT</P>
  
  <P>CONTACT: James R. Kenny, President and CEO
                    Eugene E. Blakeslee, Executive Vice President and CFO
                    (408) 947-7562</P>
  
  <H5 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif">SJNB
  FINANCIAL CORP. ANNOUNCES QUARTERLY OPERATING EARNINGS</FONT></H5>
  
  
  <P><FONT FACE="Times New Roman, Times, Serif">San Jose, California,  July 17, 2001-- SJNB Financial Corp. (NASDAQ:  SJNB), the
  parent company of San Jose National Bank, today announced  operating results for
  the second quarter of 2001 and six months ended June 30, 2001.</FONT></P>
  
  <P><FONT FACE="Times New Roman, Times,  Serif">Net income for the second quarter
  of 2001 was $2.795  million.  This  represents  a decrease  of 6.9% from  $3.001
  million  for the first  quarter  of 2001 and an  increase  of 8.5%  from  $2.577
  million for the second quarter of 2000. For the quarter ended June 30, 2001, per
  share diluted  income was $.70 compared to per share diluted  income of $.75 for
  the first quarter of 2001. In the second  quarter of 2001, our per share diluted
  income increased by $.03, representing a 4.5% increase, as compared to per share
  diluted income of $.67 in the second quarter 2000. </FONT></P>
  
  <P><FONT  FACE="Times  New Roman,  Times,  Serif">For the quarter ended June 30,
  2001, return on average assets, excluding amortization of intangibles, was 1.75%
  as  compared to 1.91% and 1.73% for the  quarters  ended March 31, 2001 and June
  30, 2000, respectively.  Return on average tangible equity for the quarter ended
  June 30, 2001 was 16.9%.  This compares to return on average  tangible equity of
  20.1%  and 20.8%  for the  quarters  ended  March  31,  2001 and June 30,  2000,
  respectively.  SJNB's  efficiency  ratio was 47% for the quarter  ended June 30,
  2001,  excluding  amortization  of  intangibles.  The  efficiency  ratio for the
  quarters  ended March 31, 2001 and June 30, 2000 was 45% and 44%,  respectively.
  Nonperforming  loans and  leases to total  loans and leases was .20% at June 30,
  2001 as compared to .30% at March 31, 2001 and .10% at December 31, 2000.</FONT></P>
  
  
  <P><FONT  FACE="Times New Roman, Times, Serif">The decrease in net income
  for the second  quarter  of 2001 as  compared  to the first  quarter of 2001 was
  primarily  attributable  to a decrease in  SJNB&#146;s  net  interest  income of
  $553,000  offset by a decrease  in the  provision  for loan and lease  losses of
  $200,000.  The decrease in net interest income was primarily attributable to the
  decrease  in net  interest  margin.  The  decrease  in the loan and  lease  loss
  provision  related primarily to slower loan and lease growth during the quarter.
  </FONT></P>
  
  <P><FONT  FACE="Times  New  Roman,  Times,  Serif">The  decrease  in the
  Bank&#146;s  net interest margin in the second quarter of 2001 was primarily due
  to the  decrease in the  Bank&#146;s  prime rate,  in addition to other  factors
  discussed  below.  For the first  quarter  of 2001 the  Bank&#146;s  prime  rate
  averaged 8.67%,  while in the second quarter of 2001, the Bank&#146;s prime rate
  averaged 7.40%.  The prime rate as of the date of this release is 6.75%. The net
  interest  margin for the second  quarter of 2001 was 5.54% as  compared to 5.98%
  for the first quarter of 2001. The first quarter 2001&#145;s net interest margin
  was  positively  impacted by several  factors which  enhanced the margin in that
  quarter compared to other periods. During the first quarter of 2001, SJNB&#146;s
  loan  to  deposit  ratio  and  noninterest-bearing   deposits  increased.  Also,
  increased loan fees, repricing  characteristics of the Bank&#146;s SBA loans and
  aggressive repricing of deposits occurred.  Several of these factors were either
  not present  during the second  quarter of 2001 or their  impact was  diminished
  during this  period.  During the second  quarter of 2001,  compared to the first
  quarter, there was a decrease in the percentage of noninterest-bearing  deposits
  to total deposits,  loan fees declined,  and the Bank was unable to continue the
  aggressive  repricing  of  its  deposits  due to  the  competitive  environment.
  Additionally,  the repricing  characteristics of the Bank&#146;s SBA loans had a
  less  pronounced  impact in the  second  quarter of 2001  compared  to the first
  quarter of 2001. </FONT></P>
  
  <P><FONT  FACE="Times New Roman, Times, Serif">The increase in net income
  for the second  quarter of 2001 as  compared  to the second  quarter of 2000 was
  primarily  attributable to the impact of $586,000 of investment  security losses
  realized in the second  quarter of 2000.  These  securities  losses,  during the
  second quarter of 2000, were offset by several  nonrecurring items including the
  collection of a loan  prepayment  fee of $225,000  (included in the net interest
  margin) and an accrual  reduction of $125,000  (which  reduced  other  expenses)
  resulting from the settlement of a legal  proceeding.  In addition,  noninterest
  income (excluding the impact of the securities  losses) in the second quarter of
  2001 increased  approximately  $175,000 over that of the same period a year ago,
  which was primarily due to the increase in earnings on the cash surrender  value
  of life insurance and an increase in deposit service charges. </FONT></P>
  
  <P><FONT  FACE="Times  New  Roman,  Times,  Serif">The  Bank's  net
  interest income after provision for loan and lease losses for the second quarter
  of 2001 was $8.1 million as compared to $8.5  million for the second  quarter of
  2000.  After  excluding the impact of the  nonrecurring  loan  prepayment fee of
  $225,000  during the second quarter of 2000, net interest income after provision
  for loan and lease losses was $8.1  million for the quarter  ended June 30, 2001
  compared to $8.2 million for the quarter  ended June 30, 2000.  The net interest
  margin decreased from 6.05% for the quarter ended June 30, 2000 to 5.54% for the
  quarter ended June 30, 2001  (relating to the decrease in the prime rate from an
  average of 9.25% for the  quarter  ended June 30,  2000 to 7.40% for the quarter
  ended June 30, 2001).  The net interest margin decline was offset by an increase
  in average volume of earning assets of approximately $33.3 million. </FONT></P>
  
  <P><FONT  FACE="Times  New Roman,  Times,  Serif">Net  income for the six months
  ended June 30, 2001 was $5.796 million. This represented an increase of 15% from
  the $5.040 million,  before merger related costs,  net of tax,  reported for the
  six months  ended June 30, 2000.  For the six months  ended June 30,  2001,  per
  share diluted  income rose 9.8% to $1.45 compared to the $1.32 per diluted share
  before merger  related costs,  net of tax,  reported in the same period in 2000.
  Actual net income for the six months  ended June 30, 2000 was $2.892  million or
  $0.76 per diluted share including merger related costs. For the six months ended
  June 30, 2001, net interest income after provision for loan and lease losses was
  $16.6 million  compared to $16.0 million for the six months ended June 30, 2000.
  For the six months  ended June 30,  2001,  return on  average  tangible  assets,
  excluding  amortization of intangibles,  was 1.83% (as compared to 1.75% for the
  six months ended June 30, 2000); and return on average tangible equity was 18.4%
  (as  compared  to 20.8% for the six  months  ended June 30,  2000).  SJNB&#146;s
  efficiency  ratio for the six  months  ended June 30,  2001 was 45.7%  excluding
  amortization  of intangibles (as compared to 45.7% for the six months ended June
  30, 2000). Merger related costs include costs associated with the acquisition of
  Saratoga  Bancorp,   primarily  attorney  costs,   accounting  fees,  investment
  bankers&#146;  fees,  SEC filings,  &#147;change  of  control&#148;  contractual
  provisions and system conversions. </FONT></P>
  
  <P><FONT FACE="Times New Roman, Times, Serif">The increase in the net income for
  the six months  ended June 30, 2001 as compared to the six months ended June 30,
  2000 was due to several factors  including an increase in net interest income of
  $814,000  (or $1.039  million  after  adjusting  for the  $225,000  nonrecurring
  prepayment  fee  recognized in the second  quarter of 2000)  attributable  to an
  increase in the average  volume of earning  assets of $49  million,  offset by a
  decline in the net interest margin due to a decrease in interest  rates;  and an
  increase in other  noninterest  income  (excluding the impact of the $586,000 of
  investment  security  losses realized in the second quarter of 2000) relating to
  the increase in the cash  surrender  value of life  insurance and an increase in
  deposit service charges.  These were offset by an increase in the loan and lease
  loss  provision  due to the  increased  volume  of  loans  and  an  increase  in
  noninterest  expense of $401,000  (excluding the effect of the accrual reduction
  of $125,000 in the second quarter of 2000), primarily due to increased incentive
  accruals and salaries for  personnel  and  supplemental  director and  executive
  compensation  programs  instituted  by  Saratoga  in 1999  and by SJNB in  2000.
  </FONT></P>
  
  <P><FONT  FACE="Times  New Roman,  Times,  Serif">At June 30, 2001,  SJNB&#146;s
  consolidated  assets  were $661  million,  loans and leases  were $482  million,
  deposits  were $563  million  and  shareholders&#146;  equity  was $71  million.
  Compared to March 31,  2001,  SJNB&#146;s  consolidated  assets at June 30, 2001
  increased  2% from $648  million,  loans  and  leases  increased  1.5% from $475
  million and deposits  increased  4.5% from $539  million.  At December 31, 2000,
  consolidated  assets  were $688  million,  loans and leases  were $463  million,
  deposits totaled $585 million and shareholders&#146; equity was $64 million. The
  decrease in deposits and total assets from December 31, 2000 to June 30, 2001 of
  $27 million  relates to a  significant  influx of  approximately  $37 million of
  deposits at year-end  2000,  which were  temporary in nature and were  primarily
  invested in short-term investments. The majority of these volatile deposits were
  withdrawn in the first quarter of 2001.  Compared to June 30, 2000,  SJNB&#146;s
  consolidated assets at June 30, 2001 increased 3.6% from $639 million, loans and
  leases  increased  15% from $419 million and deposits  increased  3.5% from $544
  million. </FONT></P>
  
  <P><FONT FACE="Times New Roman, Times, Serif">&#147;The  results for the
  second  quarter of 2001  reflect the impact of a 275 basis point  decline in the
  Bank&#146;s  prime rate over the last six  months,&#148;  stated James R. Kenny,
  President &amp; Chief Executive Officer. &#147;Although we are disappointed with
  this  quarter-over-quarter  decline  in  earnings,  we believe  our  performance
  continues to reflect excellent operating statistics, as shown by our most recent
  period-end  return on average  tangible  assets  and  equity.  Accordingly,  our
  shareholders have continued to receive excellent returns.  Undoubtedly, our most
  important asset, our employees,  have again stepped up to provide the excellent,
  personalized  customer  service  which  we  think  differentiates  us  from  our
  competitors and for that we are extremely proud.&#148; </FONT></P>
  
  <P><FONT FACE="Times New Roman, Times,  Serif">Since January 3, 2001, the Federal
  Open  Market  Committee  (&#147;FOMC&#148;)  has  lowered  its  target  for  the
  interbank  borrowing  rate (the rate banks borrow and lend to each other) by 275
  basis points to 3.75%. These actions have caused a decrease in SJNB&#146;s prime
  rate from 9.5% to 6.75%. SJNB&#146;s balance-sheet position at June 30, 2001 was
  asset-sensitive  on a  short-term  basis,  based on the  significant  amount  of
  variable rate loans at that date,  most of which will have immediate  reductions
  in their  interest  rates.  Rates paid on deposits  generally are not readjusted
  downward  as  quickly  and are  subject to  compression,  as rates  continue  to
  decline.  This position has a  detrimental  effect during times of interest rate
  decreases  and a  lower  interest  rate  environment  as net  interest  revenues
  generally  are  negatively  impacted by a decline in  interest  rates in a lower
  interest rate environment. Future rate reductions are expected to have a similar
  impact. </FONT></P>
  
  <P><FONT FACE="Times New Roman, Times, Serif">Mr.  Kenny further noted, &#147;As
  widely  reported,  the FOMC&#146;s  rate reductions were made based on a slowing
  economy and an attempt to forestall an economic recession.  Management believes,
  however,  that the Bank should be able to achieve loan and deposit growth in the
  second half of 2001 similar to its historical rates of growth. Additionally,  as
  a result of the recent  rate  reductions  and  compression  of our net  interest
  margin, we currently anticipate our net interest margin for the third quarter of
  2001 will be in a range of 5.20% to 5.30%  and for the full year  within a range
  of approximately 5.40% to 5.50%. Based upon currently projected loan and deposit
  growth rates and the anticipated range of the net interest margins for the third
  quarter and the year, we currently expect our third quarter diluted earnings per
  share to be between $0.64 to $0.67 and full-year 2001 diluted earnings per share
  to be between  $2.78 and $2.82 (down from the  expected  range of $2.95 to $3.00
  reported  in our 2000  10-K).  Current  analyst  expectations  predict  that our
  diluted  earnings per share will be in the range of $0.75 to $0.76 for the third
  quarter of 2001 and $2.95 to $3.04 for the full year.&#148; </FONT></P>
  
  <P><FONT   FACE="Times   New  Roman,   Times,   Serif">At   June  30,  2001  the
  Company&#146;s  allowance for loan and lease losses was $7.9 million compared to
  $7.4 million at December 31, 2000. This represented 1.64% of the  Company&#146;s
  total loans and leases at June 30, 2001  compared to 1.60% at December 31, 2000.
  Management  monitors the  Company&#146;s  asset quality on an ongoing basis.  In
  light of the slowing  economy and business  conditions  primarily in the Silicon
  Valley  and   management&#146;s   evaluation  of  the  credit   quality  of  the
  Company&#146;s  existing loan and lease portfolio,  management  expects that the
  Company&#146;s  provision  for loan and lease losses for the second half of 2001
  could be higher than the  $600,000  provision  for the six months ended June 30,
  2001.  If this occurs,  management  anticipates  this could  further  impact the
  Company&#146;s  earnings per share for 2001 by approximately  $0.05 to $0.07 per
  share. </FONT></P>
  
  <P><FONT   FACE="Times   New  Roman,   Times,   Serif">On June 25,  2001,  SJNB and Greater Bay  Bancorp  issued a joint press  release
  announcing the signing of an Agreement and Plan of Reorganization  providing for
  the  merger  of SJNB  with and into  Greater  Bay in a  tax-free  reorganization
  intended to be accounted for as a pooling of  interests.  The merger is expected
  to be completed late in the fourth quarter of 2001.  Consummation  of the merger
  is  subject  to  certain  conditions,  including  the  receipt  of all  required
  regulatory  approvals and the approval of the  shareholders  of SJNB and Greater
  Bay.  Following  consummation  of the Merger,  San Jose National  Bank, a wholly
  owned subsidiary of SJNB, will become a wholly owned subsidiary of Greater Bay.</FONT></P>
  
  <P><FONT FACE="Times New Roman, Times, Serif">SJNB Financial Corp. is the parent
  company of San Jose National Bank. SJNB provides  banking services to businesses
  and professionals  requiring  commercial and SBA loans, real estate construction
  loans,  equipment leases,  accounts receivable financing and factoring services.
  SJNB also offers innovative deposit products,  including cash management systems
  and homeowners association banking services. </FONT></P>
  
  <P><FONT   FACE="Times   New  Roman,   Times,   Serif">This   release   includes
  forward-looking  information  which is  subject to the  &#147;safe  harbor&#148;
  created by Section 27A of the  Securities  Act of 1933, as amended,  and Section
  21E of the Securities  Exchange Act of 1934, as amended.  These  forward-looking
  statements (which involve the Company&#146;s  plans, beliefs and goals, refer to
  estimates or use similar terms)  involve  certain risks and  uncertainties  that
  could   cause   actual   results  to  differ   materially   from  those  in  the
  forward-looking  statements.  Such risks and uncertainties  include, but are not
  limited to, the following factors: competitive pressure in the banking industry;
  changes in the interest rate environment (including possible further declines in
  interest  rates);  the  declining  health of the economy,  either  nationally or
  regionally;  the deterioration of credit quality,  which would cause an increase
  in the provision for possible loan and lease losses;  changes in the  regulatory
  environment; changes in business conditions,  particularly in Santa Clara County
  real  estate  and high tech  industries;  the  impact of the  California  energy
  crisis;  certain  operational risks involving data processing  systems or fraud;
  volatility of rate sensitive deposits; asset/liability matching risks; liquidity
  risks;   changes  in  the  securities  markets;  and  uncertainties  as  to  the
  consummation  and  timing  of the  pending  merger  with  Greater  Bay  Bancorp,
  including  regulatory and  shareholder  approvals and the  satisfaction of other
  closing  conditions.  The Company undertakes no obligation to revise or publicly
  release the results of any revision to these forward-looking statements. Readers
  should  carefully  review the risk  factors  described  in other  documents  the
  Company  files from time to time with the  Securities  and Exchange  Commission,
  including the Annual Report on Form 10-K for the fiscal year ended  December 31,
  2000 and Reports on Form 10-Q and 8-K filed during 2001. </FONT></P>
  
  <P><FONT  FACE="Times New Roman,  Times,  Serif">Greater Bay Bancorp will file a
  registration  statement on Form S-4 with the SEC in connection with the proposed
  merger.  The registration  statement will include a  prospectus/proxy  statement
  which will be sent to  shareholders  of Greater Bay  Bancorp and SJNB  Financial
  Corp.   seeking  their  approval  of  the  proposed  merger.   When  filed,  the
  registration  statement  can be  obtained  at the  Internet  World Wide Web site
  maintained by the SEC at &#147;http://www.sec.gov.&#148; </FONT></P>
  
  
  <PAGE>
  
  
  <PRE>
                                                         <B> SJNB Financial Corp.
                                                  Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)</B>
                                                                      For the three months ended           For the six months ended
                                                                  June 30,     March 31,      June 30,             June 30,
  Operating Results:                                                2001          2001         2000          2001           2000
                                                               ------------------------------------------------------------------------
  Net interest income                                                  $8,300        $8,853       $8,543        $17,153        $16,339
  Provision for loan or lease losses                                      200           400          125            600            375
  Non-interest income                                                     682           716          497          1,398          1,004
  Net (loss) gain on securities available for sale                       (10)             9        (587)            (1)          (587)
  Amortization of intangible assets                                        94            93          109            187            219
  Non-interest expense, recurring                                       4,203         4,278        4,007          8,481          7,923
  Merger related costs, nonrecurring                                     ----          ----         ----           ----          3,424
                                                               ------------------------------------------------------------------------
     Income before income taxes                                         4,475         4,807        4,212          9,282          4,815
  Provision for income taxes:
     Income taxes, recurring                                            1,680         1,806        1,635          3,486          3,199
     Income taxes, nonrecurring (1)                                      ----          ----         ----           ----        (1,276)
                                                               ------------------------------------------------------------------------
                                                     Net income        $2,795        $3,001       $2,577         $5,796         $2,892
                                                               ========================================================================
  
  Net income per share - basic                                          $0.73         $0.80        $0.70          $1.53          $0.80
                                                               ========================================================================
  Net income per share - diluted                                        $0.70         $0.75        $0.67          $1.45          $0.76
                                                               ========================================================================
  
  Excluding merger related costs, net of tax
    Net income per share - basic (2)                                    $0.73         $0.80        $0.70          $1.53          $1.39
                                                               ========================================================================
    Net income per share - diluted (2)                                  $0.70         $0.75        $0.67          $1.45          $1.32
                                                               ========================================================================
    Net income per share - diluted (2)(3)
       (excluding intangible amortization)                              $0.72         $0.78        $0.70          $1.50          $1.38
                                                               ========================================================================
  
  Dividends per share (4)                                               $0.20         $0.20        $0.16          $0.40          $0.32
                                                               ========================================================================
  Average common shares outstanding                                     3,805         3,774        3,676          3,789          3,635
                                                               ========================================================================
  Avg common share equivalents outstanding                              4,006         3,977        3,823          3,993          3,806
                                                               ========================================================================
  
  Balance Sheet Data:
   Balance sheet totals-end of period:
     Assets                                                          $660,521      $648,149     $638,706           ----           ----
     Intangible assets                                                 $2,765        $2,857       $3,397           ----           ----
     Loans and leases                                                $482,209      $475,456     $418,539           ----           ----
     Allowance for loan and lease losses                             ($7,929)      ($7,774)     ($6,703)           ----           ----
     Deposits                                                        $562,821      $539,334     $543,813           ----           ----
     Shareholders' equity                                             $70,526       $68,158      $55,740           ----           ----
   Average balance sheet amounts:
     Assets                                                          $665,460      $660,895     $627,191       $663,190       $607,820
     Intangible assets                                                 $2,800        $2,897       $3,439         $2,848         $3,496
     Loans and leases                                                $473,046      $463,877     $413,411       $468,487       $408,016
     Earning assets                                                  $611,590      $609,380     $578,263       $610,491       $561,099
     Deposits                                                        $553,189      $553,997     $530,844       $553,591       $512,578
     Shareholders' equity                                             $71,459       $65,355      $55,453        $68,424        $54,420
  Footnote explanations are on the following page.
  </PRE>
  
  <PAGE>
  
  
  <PRE>
                                                         <B>SJNB Financial Corp.
                                                  Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)</B>
  
                                                                     For the three months ended           For the six months ended
  Annualized operating statistics excluding                      June 30,     March 31,      June 30,             June 30,
     merger related costs, net of tax:                             2001          2001         2000          2001           2000
                                                              ------------------------------------------------------------------------
  Return on average assets (2)                                         1.69%         1.84%        1.65%          1.76%          1.67%
  Return on average assets  (2)(3)
    (excluding intangible amortization)                                1.75%         1.91%        1.73%          1.83%          1.75%
  Return on average equity (2)                                        15.69%        18.62%       18.69%         17.08%         18.63%
  Return on average tangible equity (2)(3)                            16.88%        20.09%       20.78%         18.40%         20.77%
  Efficiency ratio (recurring non-interest expense
     as a percentage of total revenues) (2)                           47.84%        45.64%       45.53%         46.73%         46.95%
  Efficiency ratio (2)(3)
    (excluding intangible amortization)                               46.79%        44.66%       44.33%         45.72%         45.68%
  
  
  Other annualized operating statistics:
  Average equity to average assets                                    10.74%         9.89%        8.84%         10.32%          8.95%
  Net (recoveries) chargeoffs to
     average loans and leases                                          0.04%         0.02%      (0.03)%          0.03%          0.04%
  Net interest margin (5)                                              5.54%         5.98%        6.05%          5.76%          5.96%
  Dividend payout ratio                                               27.22%        25.15%       22.82%         26.15%         40.22%
  
  (1) Income taxes related to nonrecurring merger related costs.
  (2) Quarter and six months ended 6/30/00 excludes $3,424 of merger related expense and $1,276 of related
        tax benefits.
  (3) Excludes after-tax effect of goodwill and core deposit intangible amortization.
  (4) Dividends per share represent amounts for SJNB Financial Corp. only
  (5) Adjusted to a fully taxable equivalent basis using the federal statutory rate.
  </PRE>
  
  <PAGE>
  
  
  <PRE>
                                                    <B> SJNB Financial Corp.
                                             Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)</B>
  Financial Condition                                         June 30,       March 31,       December 31,       June 30,
  At period end (unaudited) :                                   2001           2001              2000             2000
                                                           -----------------------------------------------------------------
  Assets                                                         $660,521        $648,149             $687,777     $638,706
  Loans and leases                                               $482,029        $475,456             $463,314     $418,539
  Allowance for loan and lease losses                            ($7,929)        ($7,774)             ($7,393)     ($6,703)
  Deposits                                                       $562,821        $539,334             $585,343     $543,813
  Shareholders' equity                                            $70,526         $68,158              $63,584      $55,740
  Tangible shareholders' equity                                   $67,761         $65,301              $60,632      $52,343
  Shareholders' equity per share                                   $18.52          $17.93               $16.97       $15.11
  Tangible shareholders' equity per share                          $17.79          $17.18               $16.18       $14.19
  Shareholders' equity to assets                                   10.68%          10.52%                9.24%        8.73%
  Tangible shareholders' equity to
      tangible assets                                              10.30%          10.12%                8.85%        8.24%
  Total risk-based capital                                         13.11%          13.07%               12.29%       11.38%
  Common shares outstanding                                         3,808           3,801                3,747        3,688
  Nonperforming loans and leases                                     $965          $1,412                 $456         $957
  Other real estate owned                                            ----            ----                 ----         ----
  Nonperforming loans and leases to
    total loans and leases                                          0.20%           0.30%                0.10%        0.23%
  Nonperforming assets to total assets                              0.15%           0.22%                0.07%        0.15%
  Allowance for loan and lease losses
       to total loans and leases                                    1.64%           1.64%                1.60%        1.60%
  Allowance for loan and lease losses
       to nonperforming loans and leases                             821%            551%               1,621%         701%
  </PRE>
  
  <PAGE>
  
  
  <PRE>
                                                      SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned hereunto duly authorized.
  
  Dated:      July 17, 2001
                                                 SJNB FINANCIAL CORP.
                                                 --------------------
                                                 (Registrant)
  
  
                                                 By <U> /s/James R. Kenny</U>
                  James R. Kenny
                                                             President and
                                                             Chief Executive Officer
  </PRE>
  </BODY>
  </HTML>
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "form8k-071701.htm", "description": "8K DATED 7-17-01", "secsgml_size_bytes": 33383}]
metadata_filer: {"company-data": {"conformed-name": "SJNB FINANCIAL CORP", "cik": "0000721161", "assigned-sic": "6022", "irs-number": "770058227", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11771", "film-number": "1683958"}, "business-address": {"street1": "ONE N MARKET ST", "city": "SAN JOSE", "state": "CA", "zip": "95113", "phone": "4089477562"}, "mail-address": {"street1": "ONE NORTH MARKET STREET", "city": "SAN JOSE", "state": "CA", "zip": "95113"}}
text: 8K for 7/17/01
  SECURITIES AND EXCHANGE COMMISSION
                                    Washington, D. C. 20549
  
                                           FORM 8-K
  
                                        CURRENT REPORT
  
                            Pursuant to Section 13 or 15(d) of the
                                Securities Exchange Act of 1934
  
               Date of Report (Date of earliest event reported): July 17, 2001
                                                                 --------------
  
                               SJNB Financial Corp.
                               ---------------------
                    (Exact name of registrant as specified in its charter)
  
        California                     0-11771                 77-0058227
  -------------------------------------------------------------------------------
  (State or other jurisdiction       (Commission             (I.R.S. Employer
  of incorporation)                   File Number)           Identification Number)
  
                    One North Market Street
                    San Jose, California                   95113
              ----------------------------------------------------------
              (Address of principal executive offices)   (Zip Code)
  
              Registrant's telephone number, including area code: (408) 947-7562
                                                                  ---------------
  
                            Not Applicable
                            ---------------
                 (Former name or former address, if changed since last report)
  Item 9. REGULATION FD DISCLOSURE.
  SJNB Financial Corp. issued the following press release concerning its second
  quarter earnings on July 17, 2001:
  FOR RELEASE Tuesday, July 17, 2001 @ 4:00 p.m. PDT
  CONTACT: James R. Kenny, President and CEO
                    Eugene E. Blakeslee, Executive Vice President and CFO
                    (408) 947-7562
  SJNB
  FINANCIAL CORP. ANNOUNCES QUARTERLY OPERATING EARNINGS
  San Jose, California,  July 17, 2001-- SJNB Financial Corp. (NASDAQ:  SJNB), the
  parent company of San Jose National Bank, today announced  operating results for
  the second quarter of 2001 and six months ended June 30, 2001.
  Net income for the second quarter
  of 2001 was $2.795  million.  This  represents  a decrease  of 6.9% from  $3.001
  million  for the first  quarter  of 2001 and an  increase  of 8.5%  from  $2.577
  million for the second quarter of 2000. For the quarter ended June 30, 2001, per
  share diluted  income was $.70 compared to per share diluted  income of $.75 for
  the first quarter of 2001. In the second  quarter of 2001, our per share diluted
  income increased by $.03, representing a 4.5% increase, as compared to per share
  diluted income of $.67 in the second quarter 2000.
  For the quarter ended June 30,
  2001, return on average assets, excluding amortization of intangibles, was 1.75%
  as  compared to 1.91% and 1.73% for the  quarters  ended March 31, 2001 and June
  30, 2000, respectively.  Return on average tangible equity for the quarter ended
  June 30, 2001 was 16.9%.  This compares to return on average  tangible equity of
  20.1%  and 20.8%  for the  quarters  ended  March  31,  2001 and June 30,  2000,
  respectively.  SJNB's  efficiency  ratio was 47% for the quarter  ended June 30,
  2001,  excluding  amortization  of  intangibles.  The  efficiency  ratio for the
  quarters  ended March 31, 2001 and June 30, 2000 was 45% and 44%,  respectively.
  Nonperforming  loans and  leases to total  loans and leases was .20% at June 30,
  2001 as compared to .30% at March 31, 2001 and .10% at December 31, 2000.
  The decrease in net income
  for the second  quarter  of 2001 as  compared  to the first  quarter of 2001 was
  primarily  attributable  to a decrease in  SJNB's  net  interest  income of
  $553,000  offset by a decrease  in the  provision  for loan and lease  losses of
  $200,000.  The decrease in net interest income was primarily attributable to the
  decrease  in net  interest  margin.  The  decrease  in the loan and  lease  loss
  provision  related primarily to slower loan and lease growth during the quarter.
  The  decrease  in the
  Bank's  net interest margin in the second quarter of 2001 was primarily due
  to the  decrease in the  Bank's  prime rate,  in addition to other  factors
  discussed  below.  For the first  quarter  of 2001 the  Bank's  prime  rate
  averaged 8.67%,  while in the second quarter of 2001, the Bank's prime rate
  averaged 7.40%.  The prime rate as of the date of this release is 6.75%. The net
  interest  margin for the second  quarter of 2001 was 5.54% as  compared to 5.98%
  for the first quarter of 2001. The first quarter 2001's net interest margin
  was  positively  impacted by several  factors which  enhanced the margin in that
  quarter compared to other periods. During the first quarter of 2001, SJNB's
  loan  to  deposit  ratio  and  noninterest-bearing   deposits  increased.  Also,
  increased loan fees, repricing  characteristics of the Bank's SBA loans and
  aggressive repricing of deposits occurred.  Several of these factors were either
  not present  during the second  quarter of 2001 or their  impact was  diminished
  during this  period.  During the second  quarter of 2001,  compared to the first
  quarter, there was a decrease in the percentage of noninterest-bearing  deposits
  to total deposits,  loan fees declined,  and the Bank was unable to continue the
  aggressive  repricing  of  its  deposits  due to  the  competitive  environment.
  Additionally,  the repricing  characteristics of the Bank's SBA loans had a
  less  pronounced  impact in the  second  quarter of 2001  compared  to the first
  quarter of 2001.
  The increase in net income
  for the second  quarter of 2001 as  compared  to the second  quarter of 2000 was
  primarily  attributable to the impact of $586,000 of investment  security losses
  realized in the second  quarter of 2000.  These  securities  losses,  during the
  second quarter of 2000, were offset by several  nonrecurring items including the
  collection of a loan  prepayment  fee of $225,000  (included in the net interest
  margin) and an accrual  reduction of $125,000  (which  reduced  other  expenses)
  resulting from the settlement of a legal  proceeding.  In addition,  noninterest
  income (excluding the impact of the securities  losses) in the second quarter of
  2001 increased  approximately  $175,000 over that of the same period a year ago,
  which was primarily due to the increase in earnings on the cash surrender  value
  of life insurance and an increase in deposit service charges.
  The  Bank's  net
  interest income after provision for loan and lease losses for the second quarter
  of 2001 was $8.1 million as compared to $8.5  million for the second  quarter of
  2000.  After  excluding the impact of the  nonrecurring  loan  prepayment fee of
  $225,000  during the second quarter of 2000, net interest income after provision
  for loan and lease losses was $8.1  million for the quarter  ended June 30, 2001
  compared to $8.2 million for the quarter  ended June 30, 2000.  The net interest
  margin decreased from 6.05% for the quarter ended June 30, 2000 to 5.54% for the
  quarter ended June 30, 2001  (relating to the decrease in the prime rate from an
  average of 9.25% for the  quarter  ended June 30,  2000 to 7.40% for the quarter
  ended June 30, 2001).  The net interest margin decline was offset by an increase
  in average volume of earning assets of approximately $33.3 million.
  Net  income for the six months
  ended June 30, 2001 was $5.796 million. This represented an increase of 15% from
  the $5.040 million,  before merger related costs,  net of tax,  reported for the
  six months  ended June 30, 2000.  For the six months  ended June 30,  2001,  per
  share diluted  income rose 9.8% to $1.45 compared to the $1.32 per diluted share
  before merger  related costs,  net of tax,  reported in the same period in 2000.
  Actual net income for the six months  ended June 30, 2000 was $2.892  million or
  $0.76 per diluted share including merger related costs. For the six months ended
  June 30, 2001, net interest income after provision for loan and lease losses was
  $16.6 million  compared to $16.0 million for the six months ended June 30, 2000.
  For the six months  ended June 30,  2001,  return on  average  tangible  assets,
  excluding  amortization of intangibles,  was 1.83% (as compared to 1.75% for the
  six months ended June 30, 2000); and return on average tangible equity was 18.4%
  (as  compared  to 20.8% for the six  months  ended June 30,  2000).  SJNB's
  efficiency  ratio for the six  months  ended June 30,  2001 was 45.7%  excluding
  amortization  of intangibles (as compared to 45.7% for the six months ended June
  30, 2000). Merger related costs include costs associated with the acquisition of
  Saratoga  Bancorp,   primarily  attorney  costs,   accounting  fees,  investment
  bankers'  fees,  SEC filings,  "change  of  control"  contractual
  provisions and system conversions.
  The increase in the net income for
  the six months  ended June 30, 2001 as compared to the six months ended June 30,
  2000 was due to several factors  including an increase in net interest income of
  $814,000  (or $1.039  million  after  adjusting  for the  $225,000  nonrecurring
  prepayment  fee  recognized in the second  quarter of 2000)  attributable  to an
  increase in the average  volume of earning  assets of $49  million,  offset by a
  decline in the net interest margin due to a decrease in interest  rates;  and an
  increase in other  noninterest  income  (excluding the impact of the $586,000 of
  investment  security  losses realized in the second quarter of 2000) relating to
  the increase in the cash  surrender  value of life  insurance and an increase in
  deposit service charges.  These were offset by an increase in the loan and lease
  loss  provision  due to the  increased  volume  of  loans  and  an  increase  in
  noninterest  expense of $401,000  (excluding the effect of the accrual reduction
  of $125,000 in the second quarter of 2000), primarily due to increased incentive
  accruals and salaries for  personnel  and  supplemental  director and  executive
  compensation  programs  instituted  by  Saratoga  in 1999  and by SJNB in  2000.
  At June 30, 2001,  SJNB's
  consolidated  assets  were $661  million,  loans and leases  were $482  million,
  deposits  were $563  million  and  shareholders'  equity  was $71  million.
  Compared to March 31,  2001,  SJNB's  consolidated  assets at June 30, 2001
  increased  2% from $648  million,  loans  and  leases  increased  1.5% from $475
  million and deposits  increased  4.5% from $539  million.  At December 31, 2000,
  consolidated  assets  were $688  million,  loans and leases  were $463  million,
  deposits totaled $585 million and shareholders' equity was $64 million. The
  decrease in deposits and total assets from December 31, 2000 to June 30, 2001 of
  $27 million  relates to a  significant  influx of  approximately  $37 million of
  deposits at year-end  2000,  which were  temporary in nature and were  primarily
  invested in short-term investments. The majority of these volatile deposits were
  withdrawn in the first quarter of 2001.  Compared to June 30, 2000,  SJNB's
  consolidated assets at June 30, 2001 increased 3.6% from $639 million, loans and
  leases  increased  15% from $419 million and deposits  increased  3.5% from $544
  million.
  "The  results for the
  second  quarter of 2001  reflect the impact of a 275 basis point  decline in the
  Bank's  prime rate over the last six  months,"  stated James R. Kenny,
  President & Chief Executive Officer. "Although we are disappointed with
  this  quarter-over-quarter  decline  in  earnings,  we believe  our  performance
  continues to reflect excellent operating statistics, as shown by our most recent
  period-end  return on average  tangible  assets  and  equity.  Accordingly,  our
  shareholders have continued to receive excellent returns.  Undoubtedly, our most
  important asset, our employees,  have again stepped up to provide the excellent,
  personalized  customer  service  which  we  think  differentiates  us  from  our
  competitors and for that we are extremely proud."
  Since January 3, 2001, the Federal
  Open  Market  Committee  ("FOMC")  has  lowered  its  target  for  the
  interbank  borrowing  rate (the rate banks borrow and lend to each other) by 275
  basis points to 3.75%. These actions have caused a decrease in SJNB's prime
  rate from 9.5% to 6.75%. SJNB's balance-sheet position at June 30, 2001 was
  asset-sensitive  on a  short-term  basis,  based on the  significant  amount  of
  variable rate loans at that date,  most of which will have immediate  reductions
  in their  interest  rates.  Rates paid on deposits  generally are not readjusted
  downward  as  quickly  and are  subject to  compression,  as rates  continue  to
  decline.  This position has a  detrimental  effect during times of interest rate
  decreases  and a  lower  interest  rate  environment  as net  interest  revenues
  generally  are  negatively  impacted by a decline in  interest  rates in a lower
  interest rate environment. Future rate reductions are expected to have a similar
  impact.
  Mr.  Kenny further noted, "As
  widely  reported,  the FOMC's  rate reductions were made based on a slowing
  economy and an attempt to forestall an economic recession.  Management believes,
  however,  that the Bank should be able to achieve loan and deposit growth in the
  second half of 2001 similar to its historical rates of growth. Additionally,  as
  a result of the recent  rate  reductions  and  compression  of our net  interest
  margin, we currently anticipate our net interest margin for the third quarter of
  2001 will be in a range of 5.20% to 5.30%  and for the full year  within a range
  of approximately 5.40% to 5.50%. Based upon currently projected loan and deposit
  growth rates and the anticipated range of the net interest margins for the third
  quarter and the year, we currently expect our third quarter diluted earnings per
  share to be between $0.64 to $0.67 and full-year 2001 diluted earnings per share
  to be between  $2.78 and $2.82 (down from the  expected  range of $2.95 to $3.00
  reported  in our 2000  10-K).  Current  analyst  expectations  predict  that our
  diluted  earnings per share will be in the range of $0.75 to $0.76 for the third
  quarter of 2001 and $2.95 to $3.04 for the full year."
  At   June  30,  2001  the
  Company's  allowance for loan and lease losses was $7.9 million compared to
  $7.4 million at December 31, 2000. This represented 1.64% of the  Company's
  total loans and leases at June 30, 2001  compared to 1.60% at December 31, 2000.
  Management  monitors the  Company's  asset quality on an ongoing basis.  In
  light of the slowing  economy and business  conditions  primarily in the Silicon
  Valley  and   management's   evaluation  of  the  credit   quality  of  the
  Company's  existing loan and lease portfolio,  management  expects that the
  Company's  provision  for loan and lease losses for the second half of 2001
  could be higher than the  $600,000  provision  for the six months ended June 30,
  2001.  If this occurs,  management  anticipates  this could  further  impact the
  Company's  earnings per share for 2001 by approximately  $0.05 to $0.07 per
  share.
  On June 25,  2001,  SJNB and Greater Bay  Bancorp  issued a joint press  release
  announcing the signing of an Agreement and Plan of Reorganization  providing for
  the  merger  of SJNB  with and into  Greater  Bay in a  tax-free  reorganization
  intended to be accounted for as a pooling of  interests.  The merger is expected
  to be completed late in the fourth quarter of 2001.  Consummation  of the merger
  is  subject  to  certain  conditions,  including  the  receipt  of all  required
  regulatory  approvals and the approval of the  shareholders  of SJNB and Greater
  Bay.  Following  consummation  of the Merger,  San Jose National  Bank, a wholly
  owned subsidiary of SJNB, will become a wholly owned subsidiary of Greater Bay.
  SJNB Financial Corp. is the parent
  company of San Jose National Bank. SJNB provides  banking services to businesses
  and professionals  requiring  commercial and SBA loans, real estate construction
  loans,  equipment leases,  accounts receivable financing and factoring services.
  SJNB also offers innovative deposit products,  including cash management systems
  and homeowners association banking services.
  This   release   includes
  forward-looking  information  which is  subject to the  "safe  harbor"
  created by Section 27A of the  Securities  Act of 1933, as amended,  and Section
  21E of the Securities  Exchange Act of 1934, as amended.  These  forward-looking
  statements (which involve the Company's  plans, beliefs and goals, refer to
  estimates or use similar terms)  involve  certain risks and  uncertainties  that
  could   cause   actual   results  to  differ   materially   from  those  in  the
  forward-looking  statements.  Such risks and uncertainties  include, but are not
  limited to, the following factors: competitive pressure in the banking industry;
  changes in the interest rate environment (including possible further declines in
  interest  rates);  the  declining  health of the economy,  either  nationally or
  regionally;  the deterioration of credit quality,  which would cause an increase
  in the provision for possible loan and lease losses;  changes in the  regulatory
  environment; changes in business conditions,  particularly in Santa Clara County
  real  estate  and high tech  industries;  the  impact of the  California  energy
  crisis;  certain  operational risks involving data processing  systems or fraud;
  volatility of rate sensitive deposits; asset/liability matching risks; liquidity
  risks;   changes  in  the  securities  markets;  and  uncertainties  as  to  the
  consummation  and  timing  of the  pending  merger  with  Greater  Bay  Bancorp,
  including  regulatory and  shareholder  approvals and the  satisfaction of other
  closing  conditions.  The Company undertakes no obligation to revise or publicly
  release the results of any revision to these forward-looking statements. Readers
  should  carefully  review the risk  factors  described  in other  documents  the
  Company  files from time to time with the  Securities  and Exchange  Commission,
  including the Annual Report on Form 10-K for the fiscal year ended  December 31,
  2000 and Reports on Form 10-Q and 8-K filed during 2001.
  Greater Bay Bancorp will file a
  registration  statement on Form S-4 with the SEC in connection with the proposed
  merger.  The registration  statement will include a  prospectus/proxy  statement
  which will be sent to  shareholders  of Greater Bay  Bancorp and SJNB  Financial
  Corp.   seeking  their  approval  of  the  proposed  merger.   When  filed,  the
  registration  statement  can be  obtained  at the  Internet  World Wide Web site
  maintained by the SEC at "http://www.sec.gov."
  SJNB Financial Corp.
                                                  Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)
  For the three months ended           For the six months ended
                                                                  June 30,     March 31,      June 30,             June 30,
  Operating Results:                                                2001          2001         2000          2001           2000
                                                               ------------------------------------------------------------------------
  Net interest income                                                  $8,300        $8,853       $8,543        $17,153        $16,339
  Provision for loan or lease losses                                      200           400          125            600            375
  Non-interest income                                                     682           716          497          1,398          1,004
  Net (loss) gain on securities available for sale                       (10)             9        (587)            (1)          (587)
  Amortization of intangible assets                                        94            93          109            187            219
  Non-interest expense, recurring                                       4,203         4,278        4,007          8,481          7,923
  Merger related costs, nonrecurring                                     ----          ----         ----           ----          3,424
                                                               ------------------------------------------------------------------------
     Income before income taxes                                         4,475         4,807        4,212          9,282          4,815
  Provision for income taxes:
     Income taxes, recurring                                            1,680         1,806        1,635          3,486          3,199
     Income taxes, nonrecurring (1)                                      ----          ----         ----           ----        (1,276)
                                                               ------------------------------------------------------------------------
                                                     Net income        $2,795        $3,001       $2,577         $5,796         $2,892
                                                               ========================================================================
  
  Net income per share - basic                                          $0.73         $0.80        $0.70          $1.53          $0.80
                                                               ========================================================================
  Net income per share - diluted                                        $0.70         $0.75        $0.67          $1.45          $0.76
                                                               ========================================================================
  
  Excluding merger related costs, net of tax
    Net income per share - basic (2)                                    $0.73         $0.80        $0.70          $1.53          $1.39
                                                               ========================================================================
    Net income per share - diluted (2)                                  $0.70         $0.75        $0.67          $1.45          $1.32
                                                               ========================================================================
    Net income per share - diluted (2)(3)
       (excluding intangible amortization)                              $0.72         $0.78        $0.70          $1.50          $1.38
                                                               ========================================================================
  
  Dividends per share (4)                                               $0.20         $0.20        $0.16          $0.40          $0.32
                                                               ========================================================================
  Average common shares outstanding                                     3,805         3,774        3,676          3,789          3,635
                                                               ========================================================================
  Avg common share equivalents outstanding                              4,006         3,977        3,823          3,993          3,806
                                                               ========================================================================
  
  Balance Sheet Data:
   Balance sheet totals-end of period:
     Assets                                                          $660,521      $648,149     $638,706           ----           ----
     Intangible assets                                                 $2,765        $2,857       $3,397           ----           ----
     Loans and leases                                                $482,209      $475,456     $418,539           ----           ----
     Allowance for loan and lease losses                             ($7,929)      ($7,774)     ($6,703)           ----           ----
     Deposits                                                        $562,821      $539,334     $543,813           ----           ----
     Shareholders' equity                                             $70,526       $68,158      $55,740           ----           ----
   Average balance sheet amounts:
     Assets                                                          $665,460      $660,895     $627,191       $663,190       $607,820
     Intangible assets                                                 $2,800        $2,897       $3,439         $2,848         $3,496
     Loans and leases                                                $473,046      $463,877     $413,411       $468,487       $408,016
     Earning assets                                                  $611,590      $609,380     $578,263       $610,491       $561,099
     Deposits                                                        $553,189      $553,997     $530,844       $553,591       $512,578
     Shareholders' equity                                             $71,459       $65,355      $55,453        $68,424        $54,420
  Footnote explanations are on the following page.
  SJNB Financial Corp.
                                                  Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)
  For the three months ended           For the six months ended
  Annualized operating statistics excluding                      June 30,     March 31,      June 30,             June 30,
     merger related costs, net of tax:                             2001          2001         2000          2001           2000
                                                              ------------------------------------------------------------------------
  Return on average assets (2)                                         1.69%         1.84%        1.65%          1.76%          1.67%
  Return on average assets  (2)(3)
    (excluding intangible amortization)                                1.75%         1.91%        1.73%          1.83%          1.75%
  Return on average equity (2)                                        15.69%        18.62%       18.69%         17.08%         18.63%
  Return on average tangible equity (2)(3)                            16.88%        20.09%       20.78%         18.40%         20.77%
  Efficiency ratio (recurring non-interest expense
     as a percentage of total revenues) (2)                           47.84%        45.64%       45.53%         46.73%         46.95%
  Efficiency ratio (2)(3)
    (excluding intangible amortization)                               46.79%        44.66%       44.33%         45.72%         45.68%
  
  Other annualized operating statistics:
  Average equity to average assets                                    10.74%         9.89%        8.84%         10.32%          8.95%
  Net (recoveries) chargeoffs to
     average loans and leases                                          0.04%         0.02%      (0.03)%          0.03%          0.04%
  Net interest margin (5)                                              5.54%         5.98%        6.05%          5.76%          5.96%
  Dividend payout ratio                                               27.22%        25.15%       22.82%         26.15%         40.22%
  
  (1) Income taxes related to nonrecurring merger related costs.
  (2) Quarter and six months ended 6/30/00 excludes $3,424 of merger related expense and $1,276 of related
        tax benefits.
  (3) Excludes after-tax effect of goodwill and core deposit intangible amortization.
  (4) Dividends per share represent amounts for SJNB Financial Corp. only
  (5) Adjusted to a fully taxable equivalent basis using the federal statutory rate.
  SJNB Financial Corp.
                                             Consolidated Highlights (unaudited)
  ($ and shares in thousands, except per share amounts)
  Financial Condition                                         June 30,       March 31,       December 31,       June 30,
  At period end (unaudited) :                                   2001           2001              2000             2000
                                                           -----------------------------------------------------------------
  Assets                                                         $660,521        $648,149             $687,777     $638,706
  Loans and leases                                               $482,029        $475,456             $463,314     $418,539
  Allowance for loan and lease losses                            ($7,929)        ($7,774)             ($7,393)     ($6,703)
  Deposits                                                       $562,821        $539,334             $585,343     $543,813
  Shareholders' equity                                            $70,526         $68,158              $63,584      $55,740
  Tangible shareholders' equity                                   $67,761         $65,301              $60,632      $52,343
  Shareholders' equity per share                                   $18.52          $17.93               $16.97       $15.11
  Tangible shareholders' equity per share                          $17.79          $17.18               $16.18       $14.19
  Shareholders' equity to assets                                   10.68%          10.52%                9.24%        8.73%
  Tangible shareholders' equity to
      tangible assets                                              10.30%          10.12%                8.85%        8.24%
  Total risk-based capital                                         13.11%          13.07%               12.29%       11.38%
  Common shares outstanding                                         3,808           3,801                3,747        3,688
  Nonperforming loans and leases                                     $965          $1,412                 $456         $957
  Other real estate owned                                            ----            ----                 ----         ----
  Nonperforming loans and leases to
    total loans and leases                                          0.20%           0.30%                0.10%        0.23%
  Nonperforming assets to total assets                              0.15%           0.22%                0.07%        0.15%
  Allowance for loan and lease losses
       to total loans and leases                                    1.64%           1.64%                1.60%        1.60%
  Allowance for loan and lease losses
       to nonperforming loans and leases                             821%            551%               1,621%         701%
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this
  report to be signed on its behalf by the undersigned hereunto duly authorized.
  
  Dated:      July 17, 2001
                                                 SJNB FINANCIAL CORP.
                                                 --------------------
                                                 (Registrant)
  
                                                 By
  /s/James R. Kenny
  James R. Kenny
                                                             President and
                                                             Chief Executive Officer