As filed with the Securities and Exchange Commission on

                                                                Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                          SVB FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

           New Jersey
(State or other Jurisdiction of                          22-3438058
incorporation or organization)              (I.R.S. Employer Identification No.)
                               70 East Main Street
                          Somerville, New Jersey 08876
                                 (908) 541-9500
       (Address, including zip code and telephone number including area
               code, of registrant's principal executive offices)


                          SVB FINANCIAL SERVICES, INC.
                        2003 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer
                               70 East Main Street
                                Somerville 08876
                                 (908) 541-9500
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------
                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700
<TABLE>
<CAPTION>

                                               CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                   Amount             Maximum       Proposed Maximum
            Title of Securities                     to be         Offering Price    Aggregate Offering      Amount of
             to be Registered                   Registered(1)      Per Share (2)        Price (3)         Registration
                                                                                                             Fees
------------------------------------------------------------------------------------------------------------------------

<S>                                             <C>                     <C>                <C>                <C>
  Common Stock                                  129,081                 $17.65             $2,275,250         $291.41

------------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the last reported  sale price on The Nasdaq Stock  Market,  Inc.
     National Market System on February 25, 2004.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product resulting from multiplying  129,081
     the number of shares  registered by this  Registration  Statement by $17.65
     per share,  the last reported  sale price on The Nasdaq Stock Market,  Inc.
     National Market System on February 25, 2004.


<PAGE>






                                TABLE OF CONTENTS





Item 1.  Plan Information......................................................*

Item 2.  Registrant Information and Plan Annual Information....................*

Item 2A. Reoffer Prospectus..................................................I-1

Item 3.  Incorporation of Documents by Reference............................II-1

Item 4.  Description of Securities..........................................II-1

Item 5.  Interests of Named Experts and Counsel.............................II-1

Item 6.  Indemnification of Directors and Officers..........................II-1

Item 7.  Exemption from Registration Claimed................................II-2

Item 8.  Exhibits ..........................................................II-2

Item 9.  Undertakings.......................................................II-2



*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus under Section 10(a) of the Securities Act of 1933.





<PAGE>




                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information

              Omitted.

Item 2.       Registrant Information and Plan Annual Information

              Omitted.

Item 2A.      Reoffer Prospectus

              A  prospectus  relating to the reoffer of control  securities  and
restricted securities acquired by participants under the Plan follows below.


                                      I-1



<PAGE>


                               REOFFER PROSPECTUS
                               ------------------


                         129,081 Shares of Common Stock
                           (Par Value $2.09 per share)




                          SVB FINANCIAL SERVICES, INC.



                                 ---------------

     This  prospectus has been prepared for use in connection  with the proposed
sales by the  stockholders  named  herein  (the  "Selling  Stockholders")  of an
aggregate  of 129,081  shares of Common Stock (par value $2.09 per share) of SVB
Financial Services,  Inc. (the "Company")  acquired by the Selling  Stockholders
upon the exercise of options  granted to them under the Company's 2003 Directors
Stock Option Plan.

     It is contemplated that offerings and/or sales by the Selling  Stockholders
will be made from time to time pursuant to this Registration Statement.


                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.











                         The date of this Prospectus is





                                      I-2
<PAGE>


                              AVAILABLE INFORMATION


     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facility  maintained by the Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549  and at the  Commission's  regional  offices  at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233 Broadway,  New York, NY 10279.  Copies of such material can be obtained from
the  Public  Reference  Section  of the  Commission,  450  Fifth  Street,  N.W.,
Washington,  D.C. at prescribed rates. The Commission  maintains a web site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding registrants that file electronically with the Commission.  The address
of the Commission's web site is http://www.sec.gov.



                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE


     The following documents are hereby incorporated herein by reference:

     (a) The Company's  Annual Report on Form 10-KSB for the year ended December
31, 2002;

     (b) The  Company's  Quarterly  Reports on Form 10-QSB for the quarter ended
March  31,  2003,  and Form  10-Q for the  quarters  ended  June 30,  2003,  and
September 30, 2003;

     (c) The  description  of the  Company's  Common  Stock set forth  under the
heading "Description of Securities" in the prospectus contained in the Company's
Registration  Statement  on Form SB-2 (File  333-2305)  which  became  effective
November 8, 1996,  and in Exhibits  4.1,  4.2 and 4.3 which were filed with that
registration statement; and

     (d) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 from the date hereof
to the  termination  of the offering of the  securities  covered hereby shall be
deemed to be  incorporated  by  reference  in this  Prospectus  and to be a part
hereof from the date of filing such documents.

     Copies of documents  incorporated  herein by reference may be obtained upon
written or oral request  without  charge (other than exhibits  thereto) from the
headquarters office of the Company,  SVB Financial Services,  Inc., 70 East Main
Street,  Somerville,  New Jersey 08876, telephone (908) 541-9500, Attn: Keith B.
McCarthy, Chief Operating Officer and Treasurer.





                                       I-3
<PAGE>


                                   THE COMPANY

     SVB Financial  Services,  Inc. (the "Company") is a New Jersey  corporation
organized in 1996 for the purpose of acquiring and owning  Somerset  Valley Bank
(the "Bank"),  a New Jersey  commercial  Bank formed in 1990, in connection with
the Bank's objective of adopting a holding company  structure.  The Company owns
substantially  all of the  outstanding  capital stock of the Bank,  which is the
Company's  only bank  subsidiary.  The Bank is full service,  community-oriented
Bank which operates ten banking offices:  eight in Somerset  County,  and one in
each of Monmouth County and Middlesex County, New Jersey.

     The Bank is engaged in the  financing  of local  businesses  and  industry,
providing  credit  facilities  and  related  services  for  smaller  businesses,
typically  those  with $1  million  to $5  million  in  annual  sales,  in light
manufacturing, wholesale and retail distribution, and service businesses. A wide
range of commercial lending products is offered, including working capital lines
of credit,  U.S. Small Business  Administration  - backed loans,  term loans for
fixed asset acquisitions,  commercial mortgages and other asset-based financing.
The Bank also provides personal consumer banking  services,  including  checking
and savings accounts, money-market accounts, certificates of deposit, individual
retirement  accounts,  residential  mortgages,  home equity  lines of credit and
other second mortgage loans, home improvement loans,  automobile loans, personal
loans and overdraft lines.

     The  Bank  currently  has 98 full  time  and 17 part  time  employees.  Its
principal executive offices are located at 70 East Main Street,  Somerville, New
Jersey 08876, telephone (908) 541-9500.


                              SELLING STOCKHOLDERS

     The table  below sets  forth the names and  present  positions  held by the
Selling Stockholders,  all of whose addresses are care of the Company at 70 East
Main  Street,  Somerville,  New  Jersey  08876.  The  shares  that  the  Selling
Stockholders  may offer from time to time are shares  acquired or to be acquired
by them  upon the  exercise  of awards  that  have been or may in the  future be
granted to them by the Company  pursuant to the Company's 2003  Directors  Stock
Option Plan (the "Plan").  The following table lists all persons holding awards,
who,  because  of their  position  with the  Company  or  amount of stock of the
Company  owned by them,  may be deemed to be  "affiliates"  and  persons who are
nonaffiliates who have acquired shares under the Plan prior to the filing of the
registration  statement  of  which  this  prospectus  is  a  part.  The  Selling
Stockholders  may from time to time offer all or part of the shares  acquired by
them upon the  exercise  of options  now held or which may be granted to them in
the future by the  Company in any  trading  markets.  The  Company  will pay all
expenses of preparing and reproducing this Prospectus,  but will not receive any
part of the  proceeds of the sale of any such shares.  The Selling  Stockholders
will pay any and all brokerage commissions charged to sellers in connection with
such sales.

Name                                   Position                    No. of Shares
----                                   --------                    -------------
John K. Kitchen             Chairman of the Board & Director            7,875
Anthony J. Santye, Jr.                 Director                         7,875
Herman C. Simonse                      Director                         7,875
Donald R. Tourville                    Director                         7,875
Bernard Bernstein                      Director                         7,875
Raymond L. Hughes                   Former Director                     7,875
Willem Kooyker                         Director                         7,875
Frank Orlando                          Director                         7,875
Gilbert E. Pittenger                   Director                         7,875
Frederick D. Quick                     Director                         7,875
Donald Sciaretta                       Director                         7,875


                                  LEGAL MATTERS

     The  legality of the shares of Common  Stock being  offered  hereby will be
passed upon by Norris,  McLaughlin & Marcus,  P.A., 721 Route 202-206,  P.O. Box
1018, Somerville, New Jersey 08876-1018.





                                      I-4
<PAGE>

                            EXPERTS AND MISCELLANEOUS

     The financial  statements and financial  statement schedules of the Company
for each of the years in the three year period  ended  December  31,  2002,  are
incorporated  herein by reference to the Company's  Annual Report on Form 10-KSB
for the year ended  December  31,  2002 in  reliance  upon the  reports of Grant
Thornton L.L.P.,  independent certified public accountants,  incorporated herein
by reference and upon the  authority of said firm as experts in  accounting  and
auditing.

     The Common stock of the Company,  including the shares offered  hereby,  is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under the symbol: SVBF.



                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the reoffer and resale of
securities by the Selling Stockholders hereunder.



                                 INDEMNIFICATION

     The Certificate of  Incorporation  and the By-Laws provide that the Company
shall  indemnify  each officer and director of the Company (and each officer and
director of another entity who was serving at the request of the Company) who is
a party to, or is threatened to be made a party to, any  threatened,  pending or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or  investigative,  against expenses  (including  attorneys'  fees),  judgments,
fines,  and amounts  paid in  settlement,  actually and  reasonably  incurred in
connection with such action,  suit or proceeding,  if he acted in good faith and
in a manner  he  reasonably  believed  to be in,  or not  opposed  to,  the best
interests of the Company or its  shareholders;  and with respect to any criminal
action,  suit or proceeding,  had no reasonable cause to believe his conduct was
unlawful.  They  further  provide  that the Company  shall  indemnify  each such
officer and director in any derivative action,  suit or proceeding,  if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
to, the best  interests  of the  Company  or its  shareholders;  except  that no
indemnification  shall be made in respect to any such derivative action, suit or
proceeding  as to which he shall  have  been  adjudged  to be  liable  for gross
negligence or misconduct in the performance of his duties to the Company (unless
and only to the extent  that the court in which  such  action or suit is brought
shall determine, upon application,  that, despite the adjudication of liability,
but in view of all of the circumstances of the case, he is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper).

     The Certificate of Incorporation and the By-Laws also provide that costs in
defending any action,  suit or  proceeding  referred to above may be paid by the
Company in advance of the final disposition thereof under certain circumstances.

     All  expenses  and  liabilities  incurred by the Board of  Directors in the
administration of the Plan shall be borne by the Company. The Board of Directors
may employ  attorneys,  consultants,  accountants or other persons in connection
with  the  administration  of the  Plan.  The  Company,  and  its  officers  and
directors,  shall be entitled to rely upon the advice, opinions or valuations of
any such  persons.  No member of the Board of Directors  shall be liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan or any option granted hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.


                                      I-5

<PAGE>






                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following  documents  filed  by  SVB  Financial  Services,  Inc.  (the
"Company") with the Commission are also incorporated herein by reference:

     (a)  The  Company's  Quarterly  Reports on Form 10-Q for the quarter  ended
          March 31, 2003, and Form 10-Q for the quarters ended June 30, 2003 and
          September 30, 2003;

     (b)  The Company's Annual Report on Form 10-KSB for the year ended December
          31, 2002; and.

     (c)  The  description  of the  Company's  Common  Stock set forth under the
          heading "Description of Securities" in the prospectus contained in the
          Company's  Registration  Statement on Form SB-2 (File  333-2305) which
          became  effective  November 8, 1996,  and in Exhibits 4.1, 4.2 and 4.3
          which were filed with that registration statement.

     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating that all of the securities  offered hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Section  14A:3-5 of the New Jersey  Business  Corporation Act (the "NJBCA")
gives the Company power to indemnify each of its directors and officers  against
expenses and  liabilities  in connection  with any  proceeding  involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best  interests of the Company and (b) with respect to any criminal  proceeding,
he had no reasonable  cause to believe his conduct was unlawful.  However,  in a
proceeding by or in the right of the Company,  there shall be no indemnification
in respect of any  liabilities or expenses if the officer or director shall have
been  adjudged  liable  to the  Company  unless  the  court  in such  proceeding
determines he is entitled to indemnity  for such  liabilities  and/or  expenses.
Furthermore,  no indemnification  shall be made to or on behalf of a director or
officer if a judgment or other final  adjudication  adverse to such  director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty  to the  Company  and its  stockholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
stockholders in connection with a matter in which he has a material  conflict of
interest.  If a director or officer is successful  in a proceeding,  the statute
mandates that the Company indemnify him against expenses.

     The By-Laws  provide  that the Company  shall  indemnify  each  officer and
director of the Company (and each officer and director of another entity who was
serving at the request of the Company) who is a party to, or is




                                      II-1

<PAGE>

threatened to be made a party to, any threatened,  pending or completed  action,
suit, or proceeding, whether civil, criminal,  administrative, or investigative,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement,  actually and reasonably incurred in connection with such action,
suit or  proceeding,  to the fullest  extend  permitted by law. The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may be paid by the  Company in advance of the final  disposition  thereof  under
certain circumstances.

Item 7. Exemption from Registration Claimed

     Offers  and sales of Common  Stock  pursuant  to the Plan are  exempt  from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2) and/or 2(11) of such Act and Rule 504  promulgated  by the  Commission as a
part of Regulation D.

Item 8. Exhibits

              4(a)   SVB Financial Services Inc. 2003 Directors
                     Stock Option Plan, is incorporated herein by
                     reference to Exhibit A attached to the Company's
                     definitive proxy materials with respect to its 2003
                     Annual Meeting of Shareholders, filed with the
                     Commission on March 20, 2003.
              *5     Opinion of Norris, McLaughlin & Marcus, P.A.
              *23(a) Consent of Grant Thornton, LLP
              23(b)  Consent of Norris, McLaughlin & Marcus, P.A.
                     (included in Exhibit 5)
              24     Power of Attorney (included on signature page)
        ------------------------------------------------------------------------
              *Filed herewith

Item 9. Undertakings


        (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such   information  in  the   Registration   Statement;
                         provided,  however,  that  paragraphs 1(i) and 1(ii) do
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports filed by the  Registrant
                         pursuant  to  Section  13 or  15(d)  of the  Securities
                         Exchange Act of 1934 that are incorporated by reference
                         in the Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (4)  The  undersigned   Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report





                                      II-2
<PAGE>

pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (5) Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.



                                      II-3
<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Borough of Somerville, State of New Jersey on the 26th day of
February  2004.


                                       SVB FINANCIAL SERVICES, INC.


                                       By: /s/ Robert P. Corcoran
                                           ---------------------------
                                           Robert P. Corcoran
                                           President and Chief Executive Officer


     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Robert P. Corcoran and Keith B. McCarthy,  and
either of them  (with  full  power in each to act  alone),  his true and  lawful
attorneys-in-fact,  with full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming  that all said  attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.

<TABLE>
<CAPTION>

<S>                                  <C>                                                           <C>
/s/ John K. Kitchen
-----------------------------
John K. Kitchen                             Chairman of the Board and Director                     February 26, 2004

/s/ Robert P. Corcoran
-----------------------------
Robert P. Corcoran                             Vice Chairman of the Board,                         February 26, 2004
                                     President, Chief Executive Officer and Director

/s/ Anthony J. Santye, Jr.
-----------------------------
Anthony J. Santye, Jr.                                   Director                                  February 26, 20044

/s/ Herman C. Simonse
-----------------------------
Herman C. Simonse                                        Director                                  February 26, 2004

/s/ Donald R. Tourville
-----------------------------
Donald R. Tourville                                      Director                                  February 26, 2004

/s/ Bernard Bernstein
-----------------------------
Bernard Bernstein                                        Director                                  February 26, 2004
</TABLE>



                                      II-4


<PAGE>

<TABLE>
<CAPTION>

<S>                                                      <C>                                       <C>


-----------------------------
Willem Kooyker                                           Director                                  February 26, 2004

/s/ Frank Orlando
-----------------------------
Frank Orlando                                            Director                                  February 26, 2004

/s/ Gilbert E. Pittenger
-----------------------------
Gilbert E. Pittenger                                     Director                                  February 26, 2004

/s/ Frederick D. Quick
-----------------------------
Frederick D. Quick                                       Director                                  February 26, 2004

/s/ Donald Sciaretta
-----------------------------
Donald Sciaretta                                         Director                                  February 26, 2004
</TABLE>


                                      II-5
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{"company-data": {"conformed-name": "SVB FINANCIAL SERVICES INC", "cik": "0001011698", "assigned-sic": "6022", "irs-number": "223438058", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-113105", "film-number": "04630867"}, "business-address": {"street1": "103 WEST END AVE", "city": "SOMERVILLE", "state": "NJ", "zip": "08876", "phone": "9087041188"}, "mail-address": {"street1": "103 WEST END AVENUE", "city": "SOMERIVLLE", "state": "NJ", "zip": "08876"}}
As filed with the Securities and Exchange Commission on

                                                                Registration No.
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                              --------------------

                          SVB FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)
                                 ---------------

           New Jersey
(State or other Jurisdiction of                          22-3438058
incorporation or organization)              (I.R.S. Employer Identification No.)
                               70 East Main Street
                          Somerville, New Jersey 08876
                                 (908) 541-9500
       (Address, including zip code and telephone number including area
               code, of registrant's principal executive offices)

                          SVB FINANCIAL SERVICES, INC.
                        2003 DIRECTORS STOCK OPTION PLAN
                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer
                               70 East Main Street
                                Somerville 08876
                                 (908) 541-9500
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------
                                   Copies to:
                             Peter D. Hutcheon, Esq.
                           Norris, McLaughlin & Marcus
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                            Somerville, NJ 08876-1018
                                 (908) 722-0700
CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                     Proposed
                                                   Amount             Maximum       Proposed Maximum
            Title of Securities                     to be         Offering Price    Aggregate Offering      Amount of
             to be Registered                   Registered(1)      Per Share (2)        Price (3)         Registration
                                                                                                             Fees
------------------------------------------------------------------------------------------------------------------------
Common Stock                                  129,081                 $17.65             $2,275,250         $291.41

------------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the last reported  sale price on The Nasdaq Stock  Market,  Inc.
     National Market System on February 25, 2004.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product resulting from multiplying  129,081
     the number of shares  registered by this  Registration  Statement by $17.65
     per share,  the last reported  sale price on The Nasdaq Stock Market,  Inc.
     National Market System on February 25, 2004.
TABLE OF CONTENTS

Item 1.  Plan Information......................................................*

Item 2.  Registrant Information and Plan Annual Information....................*

Item 2A. Reoffer Prospectus..................................................I-1

Item 3.  Incorporation of Documents by Reference............................II-1

Item 4.  Description of Securities..........................................II-1

Item 5.  Interests of Named Experts and Counsel.............................II-1

Item 6.  Indemnification of Directors and Officers..........................II-1

Item 7.  Exemption from Registration Claimed................................II-2

Item 8.  Exhibits ..........................................................II-2

Item 9.  Undertakings.......................................................II-2

*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus under Section 10(a) of the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.       Plan Information

              Omitted.

Item 2.       Registrant Information and Plan Annual Information

              Omitted.

Item 2A.      Reoffer Prospectus

              A  prospectus  relating to the reoffer of control  securities  and
restricted securities acquired by participants under the Plan follows below.

                                      I-1
REOFFER PROSPECTUS
                               ------------------

                         129,081 Shares of Common Stock
                           (Par Value $2.09 per share)

                          SVB FINANCIAL SERVICES, INC.

                                 ---------------

     This  prospectus has been prepared for use in connection  with the proposed
sales by the  stockholders  named  herein  (the  "Selling  Stockholders")  of an
aggregate  of 129,081  shares of Common Stock (par value $2.09 per share) of SVB
Financial Services,  Inc. (the "Company")  acquired by the Selling  Stockholders
upon the exercise of options  granted to them under the Company's 2003 Directors
Stock Option Plan.

     It is contemplated that offerings and/or sales by the Selling  Stockholders
will be made from time to time pursuant to this Registration Statement.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.

                         The date of this Prospectus is

                                      I-2
AVAILABLE INFORMATION

     The Company is subject to the informational  requirements of the Securities
Exchange  Act of 1934,  as  amended  (the  "Exchange  Act") and,  in  accordance
therewith,  files  reports,  proxy  statements  and other  information  with the
Securities  and Exchange  Commission  (the  "Commission").  Such reports,  proxy
statements  and other  information  can be  inspected  and  copied at the public
reference facility  maintained by the Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C.  20549  and at the  Commission's  regional  offices  at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233 Broadway,  New York, NY 10279.  Copies of such material can be obtained from
the  Public  Reference  Section  of the  Commission,  450  Fifth  Street,  N.W.,
Washington,  D.C. at prescribed rates. The Commission  maintains a web site that
contains  reports,  proxy  and  information  statements  and  other  information
regarding registrants that file electronically with the Commission.  The address
of the Commission's web site is http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The following documents are hereby incorporated herein by reference:

     (a) The Company's  Annual Report on Form 10-KSB for the year ended December
31, 2002;

     (b) The  Company's  Quarterly  Reports on Form 10-QSB for the quarter ended
March  31,  2003,  and Form  10-Q for the  quarters  ended  June 30,  2003,  and
September 30, 2003;

     (c) The  description  of the  Company's  Common  Stock set forth  under the
heading "Description of Securities" in the prospectus contained in the Company's
Registration  Statement  on Form SB-2 (File  333-2305)  which  became  effective
November 8, 1996,  and in Exhibits  4.1,  4.2 and 4.3 which were filed with that
registration statement; and

     (d) All other  reports  filed  pursuant  to  Section  13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in (a) above.

     All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c),  14 or 15(d) of the Securities  Exchange Act of 1934 from the date hereof
to the  termination  of the offering of the  securities  covered hereby shall be
deemed to be  incorporated  by  reference  in this  Prospectus  and to be a part
hereof from the date of filing such documents.

     Copies of documents  incorporated  herein by reference may be obtained upon
written or oral request  without  charge (other than exhibits  thereto) from the
headquarters office of the Company,  SVB Financial Services,  Inc., 70 East Main
Street,  Somerville,  New Jersey 08876, telephone (908) 541-9500, Attn: Keith B.
McCarthy, Chief Operating Officer and Treasurer.

                                       I-3
THE COMPANY

     SVB Financial  Services,  Inc. (the "Company") is a New Jersey  corporation
organized in 1996 for the purpose of acquiring and owning  Somerset  Valley Bank
(the "Bank"),  a New Jersey  commercial  Bank formed in 1990, in connection with
the Bank's objective of adopting a holding company  structure.  The Company owns
substantially  all of the  outstanding  capital stock of the Bank,  which is the
Company's  only bank  subsidiary.  The Bank is full service,  community-oriented
Bank which operates ten banking offices:  eight in Somerset  County,  and one in
each of Monmouth County and Middlesex County, New Jersey.

     The Bank is engaged in the  financing  of local  businesses  and  industry,
providing  credit  facilities  and  related  services  for  smaller  businesses,
typically  those  with $1  million  to $5  million  in  annual  sales,  in light
manufacturing, wholesale and retail distribution, and service businesses. A wide
range of commercial lending products is offered, including working capital lines
of credit,  U.S. Small Business  Administration  - backed loans,  term loans for
fixed asset acquisitions,  commercial mortgages and other asset-based financing.
The Bank also provides personal consumer banking  services,  including  checking
and savings accounts, money-market accounts, certificates of deposit, individual
retirement  accounts,  residential  mortgages,  home equity  lines of credit and
other second mortgage loans, home improvement loans,  automobile loans, personal
loans and overdraft lines.

     The  Bank  currently  has 98 full  time  and 17 part  time  employees.  Its
principal executive offices are located at 70 East Main Street,  Somerville, New
Jersey 08876, telephone (908) 541-9500.

                              SELLING STOCKHOLDERS

     The table  below sets  forth the names and  present  positions  held by the
Selling Stockholders,  all of whose addresses are care of the Company at 70 East
Main  Street,  Somerville,  New  Jersey  08876.  The  shares  that  the  Selling
Stockholders  may offer from time to time are shares  acquired or to be acquired
by them  upon the  exercise  of awards  that  have been or may in the  future be
granted to them by the Company  pursuant to the Company's 2003  Directors  Stock
Option Plan (the "Plan").  The following table lists all persons holding awards,
who,  because  of their  position  with the  Company  or  amount of stock of the
Company  owned by them,  may be deemed to be  "affiliates"  and  persons who are
nonaffiliates who have acquired shares under the Plan prior to the filing of the
registration  statement  of  which  this  prospectus  is  a  part.  The  Selling
Stockholders  may from time to time offer all or part of the shares  acquired by
them upon the  exercise  of options  now held or which may be granted to them in
the future by the  Company in any  trading  markets.  The  Company  will pay all
expenses of preparing and reproducing this Prospectus,  but will not receive any
part of the  proceeds of the sale of any such shares.  The Selling  Stockholders
will pay any and all brokerage commissions charged to sellers in connection with
such sales.

Name                                   Position                    No. of Shares
----                                   --------                    -------------
John K. Kitchen             Chairman of the Board & Director            7,875
Anthony J. Santye, Jr.                 Director                         7,875
Herman C. Simonse                      Director                         7,875
Donald R. Tourville                    Director                         7,875
Bernard Bernstein                      Director                         7,875
Raymond L. Hughes                   Former Director                     7,875
Willem Kooyker                         Director                         7,875
Frank Orlando                          Director                         7,875
Gilbert E. Pittenger                   Director                         7,875
Frederick D. Quick                     Director                         7,875
Donald Sciaretta                       Director                         7,875

                                  LEGAL MATTERS

     The  legality of the shares of Common  Stock being  offered  hereby will be
passed upon by Norris,  McLaughlin & Marcus,  P.A., 721 Route 202-206,  P.O. Box
1018, Somerville, New Jersey 08876-1018.

                                      I-4
EXPERTS AND MISCELLANEOUS

     The financial  statements and financial  statement schedules of the Company
for each of the years in the three year period  ended  December  31,  2002,  are
incorporated  herein by reference to the Company's  Annual Report on Form 10-KSB
for the year ended  December  31,  2002 in  reliance  upon the  reports of Grant
Thornton L.L.P.,  independent certified public accountants,  incorporated herein
by reference and upon the  authority of said firm as experts in  accounting  and
auditing.

     The Common stock of the Company,  including the shares offered  hereby,  is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under the symbol: SVBF.

                                 USE OF PROCEEDS

     The Company  will not receive any  proceeds  from the reoffer and resale of
securities by the Selling Stockholders hereunder.

                                 INDEMNIFICATION

     The Certificate of  Incorporation  and the By-Laws provide that the Company
shall  indemnify  each officer and director of the Company (and each officer and
director of another entity who was serving at the request of the Company) who is
a party to, or is threatened to be made a party to, any  threatened,  pending or
completed action, suit, or proceeding, whether civil, criminal,  administrative,
or  investigative,  against expenses  (including  attorneys'  fees),  judgments,
fines,  and amounts  paid in  settlement,  actually and  reasonably  incurred in
connection with such action,  suit or proceeding,  if he acted in good faith and
in a manner  he  reasonably  believed  to be in,  or not  opposed  to,  the best
interests of the Company or its  shareholders;  and with respect to any criminal
action,  suit or proceeding,  had no reasonable cause to believe his conduct was
unlawful.  They  further  provide  that the Company  shall  indemnify  each such
officer and director in any derivative action,  suit or proceeding,  if he acted
in good faith and in a manner he  reasonably  believed  to be in, or not opposed
to, the best  interests  of the  Company  or its  shareholders;  except  that no
indemnification  shall be made in respect to any such derivative action, suit or
proceeding  as to which he shall  have  been  adjudged  to be  liable  for gross
negligence or misconduct in the performance of his duties to the Company (unless
and only to the extent  that the court in which  such  action or suit is brought
shall determine, upon application,  that, despite the adjudication of liability,
but in view of all of the circumstances of the case, he is fairly and reasonably
entitled to indemnity for such expenses which such court shall deem proper).

     The Certificate of Incorporation and the By-Laws also provide that costs in
defending any action,  suit or  proceeding  referred to above may be paid by the
Company in advance of the final disposition thereof under certain circumstances.

     All  expenses  and  liabilities  incurred by the Board of  Directors in the
administration of the Plan shall be borne by the Company. The Board of Directors
may employ  attorneys,  consultants,  accountants or other persons in connection
with  the  administration  of the  Plan.  The  Company,  and  its  officers  and
directors,  shall be entitled to rely upon the advice, opinions or valuations of
any such  persons.  No member of the Board of Directors  shall be liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan or any option granted hereunder.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be  permitted  to  directors,  officers or persons  controlling  the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.

                                      I-5
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The  following  documents  filed  by  SVB  Financial  Services,  Inc.  (the
"Company") with the Commission are also incorporated herein by reference:

     (a)  The  Company's  Quarterly  Reports on Form 10-Q for the quarter  ended
          March 31, 2003, and Form 10-Q for the quarters ended June 30, 2003 and
          September 30, 2003;

     (b)  The Company's Annual Report on Form 10-KSB for the year ended December
          31, 2002; and.

     (c)  The  description  of the  Company's  Common  Stock set forth under the
          heading "Description of Securities" in the prospectus contained in the
          Company's  Registration  Statement on Form SB-2 (File  333-2305) which
          became  effective  November 8, 1996,  and in Exhibits 4.1, 4.2 and 4.3
          which were filed with that registration statement.

     In addition  to the  foregoing,  all  documents  subsequently  filed by the
Company  pursuant  to  Sections  13(a),  13(c),  14 and 15(d) of the  Securities
Exchange  Act  of  1934,  prior  to the  filing  of a  post-effective  amendment
indicating that all of the securities  offered hereunder have been sold or which
deregisters  all  securities  then  remaining  unsold,  shall  be  deemed  to be
incorporated by reference in this  Registration  Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this  Registration  Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

        Not applicable.

Item 5. Interests of Named Experts and Counsel

        Not applicable.

Item 6. Indemnification of Directors and Officers

     Section  14A:3-5 of the New Jersey  Business  Corporation Act (the "NJBCA")
gives the Company power to indemnify each of its directors and officers  against
expenses and  liabilities  in connection  with any  proceeding  involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he  reasonably  believed  to be in, or not opposed to, the
best  interests of the Company and (b) with respect to any criminal  proceeding,
he had no reasonable  cause to believe his conduct was unlawful.  However,  in a
proceeding by or in the right of the Company,  there shall be no indemnification
in respect of any  liabilities or expenses if the officer or director shall have
been  adjudged  liable  to the  Company  unless  the  court  in such  proceeding
determines he is entitled to indemnity  for such  liabilities  and/or  expenses.
Furthermore,  no indemnification  shall be made to or on behalf of a director or
officer if a judgment or other final  adjudication  adverse to such  director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty  to the  Company  and its  stockholders,  (b) were not in good  faith or
involved a knowing  violation  of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission  which that person
knows or believes to be  contrary  to the best  interests  of the Company or its
stockholders in connection with a matter in which he has a material  conflict of
interest.  If a director or officer is successful  in a proceeding,  the statute
mandates that the Company indemnify him against expenses.

     The By-Laws  provide  that the Company  shall  indemnify  each  officer and
director of the Company (and each officer and director of another entity who was
serving at the request of the Company) who is a party to, or is

                                      II-1
threatened to be made a party to, any threatened,  pending or completed  action,
suit, or proceeding, whether civil, criminal,  administrative, or investigative,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement,  actually and reasonably incurred in connection with such action,
suit or  proceeding,  to the fullest  extend  permitted by law. The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may be paid by the  Company in advance of the final  disposition  thereof  under
certain circumstances.

Item 7. Exemption from Registration Claimed

     Offers  and sales of Common  Stock  pursuant  to the Plan are  exempt  from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2) and/or 2(11) of such Act and Rule 504  promulgated  by the  Commission as a
part of Regulation D.

Item 8. Exhibits

              4(a)   SVB Financial Services Inc. 2003 Directors
                     Stock Option Plan, is incorporated herein by
                     reference to Exhibit A attached to the Company's
                     definitive proxy materials with respect to its 2003
                     Annual Meeting of Shareholders, filed with the
                     Commission on March 20, 2003.
              *5     Opinion of Norris, McLaughlin & Marcus, P.A.
              *23(a) Consent of Grant Thornton, LLP
              23(b)  Consent of Norris, McLaughlin & Marcus, P.A.
                     (included in Exhibit 5)
              24     Power of Attorney (included on signature page)
        ------------------------------------------------------------------------
              *Filed herewith

Item 9. Undertakings

        (a)  The undersigned Registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                    (i)  To include any prospectus  required by Section 10(a)(3)
                         of the Securities Act of 1933;

                    (ii) To  reflect  in the  prospectus  any  facts  or  events
                         arising  after the effective  date of the  Registration
                         Statement (or the most recent post-effective  amendment
                         thereof)  which,  individually  or  in  the  aggregate,
                         represent a fundamental  change in the  information set
                         forth in the Registration Statement; and

                    (iii)To include any  material  information  with  respect to
                         the plan of  distribution  not previously  disclosed in
                         the  Registration  Statement or any material  change to
                         such   information  in  the   Registration   Statement;
                         provided,  however,  that  paragraphs 1(i) and 1(ii) do
                         not apply if the information required to be included in
                         a  post-effective  amendment  by  those  paragraphs  is
                         contained in periodic  reports filed by the  Registrant
                         pursuant  to  Section  13 or  15(d)  of the  Securities
                         Exchange Act of 1934 that are incorporated by reference
                         in the Registration Statement.

              (2) That, for the purpose of determining  any liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

              (4)  The  undersigned   Registrant  hereby  undertakes  that,  for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  Registrant's  annual report  pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report

                                      II-2
pursuant  to  Section  15(d) of the  Securities  Exchange  Act of 1934)  that is
incorporated by reference in the Registration  Statement shall be deemed to be a
new Registration  Statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

              (5) Insofar as indemnification  for liabilities  arising under the
Securities Act of 1933 may be permitted to directors,  officers and  controlling
persons of the Registrant  pursuant to the foregoing  provisions,  or otherwise,
the  Registrant  has been  advised  that in the  opinion of the  Securities  and
Exchange  Commission such  indemnification is against public policy as expressed
in the Act and is,  therefore,  unenforceable.  In the  event  that a claim  for
indemnification  against  such  liabilities  (other  than  the  payment  by  the
Registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  Registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the Borough of Somerville, State of New Jersey on the 26th day of
February  2004.

                                       SVB FINANCIAL SERVICES, INC.

                                       By: /s/ Robert P. Corcoran
                                           ---------------------------
                                           Robert P. Corcoran
                                           President and Chief Executive Officer

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes  and appoints  Robert P. Corcoran and Keith B. McCarthy,  and
either of them  (with  full  power in each to act  alone),  his true and  lawful
attorneys-in-fact,  with full  power of  substitution,  for him and in his name,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including  post-effective  amendments) to this Registration  Statement,  and to
file the same,  with all exhibits  thereto,  and other  documents in  connection
therewith, with the Securities and Exchange Commission,  granting unto each said
attorney-in-fact  and agent full power and  authority to do and perform each and
every  act and  thing  requisite  and  necessary  to be done  in and  about  the
premises,  as  fully  to all  intents  and  purposes  as he might or could do in
person,  hereby  ratifying and confirming  that all said  attorneys-in-fact,  or
their  substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated below.
/s/ John K. Kitchen
-----------------------------
John K. Kitchen                             Chairman of the Board and Director                     February 26, 2004

/s/ Robert P. Corcoran
-----------------------------
Robert P. Corcoran                             Vice Chairman of the Board,                         February 26, 2004
                                     President, Chief Executive Officer and Director

/s/ Anthony J. Santye, Jr.
-----------------------------
Anthony J. Santye, Jr.                                   Director                                  February 26, 20044

/s/ Herman C. Simonse
-----------------------------
Herman C. Simonse                                        Director                                  February 26, 2004

/s/ Donald R. Tourville
-----------------------------
Donald R. Tourville                                      Director                                  February 26, 2004

/s/ Bernard Bernstein
-----------------------------
Bernard Bernstein                                        Director                                  February 26, 2004
II-4
-----------------------------
Willem Kooyker                                           Director                                  February 26, 2004

/s/ Frank Orlando
-----------------------------
Frank Orlando                                            Director                                  February 26, 2004

/s/ Gilbert E. Pittenger
-----------------------------
Gilbert E. Pittenger                                     Director                                  February 26, 2004

/s/ Frederick D. Quick
-----------------------------
Frederick D. Quick                                       Director                                  February 26, 2004

/s/ Donald Sciaretta
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Donald Sciaretta                                         Director                                  February 26, 2004
II-5