As filed with the Securities and Exchange Commission on October , 1998

                                                           Registration No. 333-

                       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                                      22-3438058
--------------------------------------------------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)              

                               103 West End Avenue
                          Somerville, New Jersey 08876

               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                          SVB FINANCIAL SERVICES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN

                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer

                               103 West End Avenue
                                Somerville 08876

                                 (908) 704-1188

             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------
                                   Copies to:
                             Douglas R. Brown, Esq.

                           Norris, McLaughlin & Marcus
                           A Professional Corporation

                                721 Route 202-206
                                  P.O. Box 1018

                            Somerville, NJ 08876-1018

                                 (908) 722-0700
<PAGE>
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE

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

<S>                                         <C>                     <C>                <C>                   <C> 
    Common par value $2.09 per share        109,200 shares          $6.50              $709,800              $210
</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  exercise  price of all of the options  issued under the
         Plan.

(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   109,200,   the  number  of  shares   registered  by  this
         Registration Statement by $6.50 per share, the exercise price of all of
         the options issued under the Plan.
<PAGE>
                                TABLE OF CONTENTS

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

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

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

                       _____________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 _________  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
1997 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 October 26, 1998.


<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  facilities  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
Seven World Trade, 13th Floor, New York, New York 10048. 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-K  for the  year  ended
December 31, 1997;

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998 and June 30, 1998;

         (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., 103 West
End  Avenue,  P.O.  Box 931,  Somerville,  New  Jersey  08876,  telephone  (908)
704-1188, Attn: Keith B. McCarthy, Chief Operating Officer,



                                        1
<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 1994,  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 a full  service,
community-oriented  Bank which operates five banking offices in Somerset 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  62  full  time  equivalent  employees.  Its
principal  executive  offices are located at 103 West End Avenue,  P.O. Box 931,
Somerville, New Jersey 08876, telephone (908) 704- 1188.

                              SELLING STOCKHOLDERS

          The table below sets forth the names of the Selling Stockholders,  all
of whom are directors of the Company with  addresses  care of the Company at 103
West End Avenue,  P.O. Box 931, 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 options that have been granted to them by
the Company  pursuant to the  Company's  1997  Directors  Stock Option Plan (the
"Plan"). The following table lists all persons holding options,  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.
<PAGE>

          Name                                      No. of Shares
          ----                                      -------------

          Bernard Bernstein

          Mark S. Gold, MD

          Raymond L. Hughes

          S. Tucker S. Johnson

          Willem Kooyker

          Frank Orlando

          Frederick D. Quick

          Anthony J. Santye

          G. Robert Santye


                                        2
<PAGE>



          Name                                      No. of Shares
          ----                                      -------------

          Donald Sciaretta

          Herman C. Simonse

          Donald R. Tourville

          Each of the Selling  Shareholders  currently holds options to purchase
3,900 shares of the Company's Common Stock, all of which are unxercised.

                                  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.

                          MARKET FOR THE COMMON STOCK

          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
<PAGE>
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).

                                        3
<PAGE>
          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.

                                        4


<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 quarters
                  ended March 31, 1998 and June 30, 1998;

          (b)     The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1997; 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
<PAGE>
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


                                      II-1
<PAGE>
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
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

          Not applicable.

Item 8.   Exhibits

                    4(a)    SVB Financial  Services Inc.  1997  Directors  Stock
                            Option Plan is  incorporated  herein by reference to
                            Exhibit B attached to the Company's definitive proxy
                            materials with respect to its 1997 Annual Meeting of
                            Shareholders,  filed with the Commssion on March 27,
                            1997.
                    *5      Opinion of Norris, McLaughlin & Marcus, P.A.
                    *23(a)  Consent of Grant Thornton, LLP
                    *23(b)  Consent of Arthur Andersen LLP
                     23(c)  Consent  of  Norris,   McLaughlin  &  Marcus,   P.A.
                            (included in Exhibit 5)
                     24     Power of Attorney (included on signature page)
                    *99     Selected Financial Data
                     -----------------------------------------------------------
                  *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
<PAGE>
                            (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

                                      II-2
<PAGE>
          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.

          (b)     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  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.

          (c)     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 24th
day of September, 1998.

                                      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.

          Person                      Capacity                    Date
          ------                      --------                    ----
/s/ John K. Kitchen              Chairman of the Board      September 24, 1998
-------------------              and Director
    John K. Kitchen              

/s/ Robert P. Corcoran           Chief Executive Officer    September 24, 1998
----------------------           and Director
    Robert P. Corcoran           

/s/ Keith B. McCarthy            Chief Financial Officer    September 24, 1998
--------------------- 
    Keith B. McCarthy

/s/ Raymond L. Hughes            Director                   September 24, 1998
--------------------- 
    Raymond L. Hughes

/s/ Frank J. Orlando             Director                   September 24, 1998
-------------------- 
    Frank J. Orlando

/s/ Donald Sciaretta             Director                   September 24, 1998
--------------------
    Donald Sciaretta
<PAGE>
/s/ Gilbert E. Pittenger         Director                   September 24, 1998
------------------------ 
    Gilbert E. Pittenger

/s/ Herman C. Simonse            Director                   September 24, 1998
--------------------- 
    Herman C. Simonse

/s/ S. Tucker S. Johnson         Director                   September 24, 1998
------------------------ 
    S. Tucker S. Johnson

/s/ G. Robert Santye             Director                   September 24, 1998
-------------------- 
     G. Robert Santye

/s/ Frederick D. Quick           Director                   September 24, 1998
---------------------- 
     Frederick D. Quick

/s/ Anthony J. Santye            Director                   September 24, 1998
--------------------- 
     Anthony J. Santye

/s/ Donald R. Tourville          Director                   September 24, 1998
----------------------- 
     Donald R. Tourville

/s/ Bernard Bernstein            Director                   September 24, 1998
---------------------
     Bernard Bernstein

/s/ William Kooyker              Director                   September 24, 1998
-------------------
     William Kooyker
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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": "333-66131", "film-number": "98730734"}, "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 October , 1998

                                                           Registration No. 333-

                       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                                      22-3438058
--------------------------------------------------------------------------------
(State or other Jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)              

                               103 West End Avenue
                          Somerville, New Jersey 08876

               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                          SVB FINANCIAL SERVICES, INC.
                        1997 DIRECTORS STOCK OPTION PLAN

                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer

                               103 West End Avenue
                                Somerville 08876

                                 (908) 704-1188

             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------
                                   Copies to:
                             Douglas R. Brown, 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             Proposed
                                                Amount             Maximum             Maximum             Amount of
           Title of Securities                   to be         Offering Price     Aggregate Offering     Registration
            to be Registered                 Registered(1)      Per Share (2)         Price (3)              Fees
            ----------------                 -------------      -------------         ---------              ----
Common par value $2.09 per share        109,200 shares          $6.50              $709,800              $210
(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  exercise  price of all of the options  issued under the
         Plan.

(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   109,200,   the  number  of  shares   registered  by  this
         Registration Statement by $6.50 per share, the exercise price of all of
         the options issued under the Plan.
TABLE OF CONTENTS

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

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

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

                       _____________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 _________  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
1997 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 October 26, 1998.
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  facilities  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
Seven World Trade, 13th Floor, New York, New York 10048. 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-K  for the  year  ended
December 31, 1997;

         (b) The Company's  Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1998 and June 30, 1998;

         (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., 103 West
End  Avenue,  P.O.  Box 931,  Somerville,  New  Jersey  08876,  telephone  (908)
704-1188, Attn: Keith B. McCarthy, Chief Operating Officer,

                                        1
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 1994,  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 a full  service,
community-oriented  Bank which operates five banking offices in Somerset 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  62  full  time  equivalent  employees.  Its
principal  executive  offices are located at 103 West End Avenue,  P.O. Box 931,
Somerville, New Jersey 08876, telephone (908) 704- 1188.

                              SELLING STOCKHOLDERS

          The table below sets forth the names of the Selling Stockholders,  all
of whom are directors of the Company with  addresses  care of the Company at 103
West End Avenue,  P.O. Box 931, 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 options that have been granted to them by
the Company  pursuant to the  Company's  1997  Directors  Stock Option Plan (the
"Plan"). The following table lists all persons holding options,  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                                      No. of Shares
          ----                                      -------------

          Bernard Bernstein

          Mark S. Gold, MD

          Raymond L. Hughes

          S. Tucker S. Johnson

          Willem Kooyker

          Frank Orlando

          Frederick D. Quick

          Anthony J. Santye

          G. Robert Santye

                                        2
Name                                      No. of Shares
          ----                                      -------------

          Donald Sciaretta

          Herman C. Simonse

          Donald R. Tourville

          Each of the Selling  Shareholders  currently holds options to purchase
3,900 shares of the Company's Common Stock, all of which are unxercised.

                                  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.

                          MARKET FOR THE COMMON STOCK

          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).

                                        3
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.

                                        4
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 quarters
                  ended March 31, 1998 and June 30, 1998;

          (b)     The  Company's  Annual  Report on Form 10-K for the year ended
                  December 31, 1997; 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

                                      II-1
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
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

          Not applicable.

Item 8.   Exhibits

                    4(a)    SVB Financial  Services Inc.  1997  Directors  Stock
                            Option Plan is  incorporated  herein by reference to
                            Exhibit B attached to the Company's definitive proxy
                            materials with respect to its 1997 Annual Meeting of
                            Shareholders,  filed with the Commssion on March 27,
                            1997.
                    *5      Opinion of Norris, McLaughlin & Marcus, P.A.
                    *23(a)  Consent of Grant Thornton, LLP
                    *23(b)  Consent of Arthur Andersen LLP
                     23(c)  Consent  of  Norris,   McLaughlin  &  Marcus,   P.A.
                            (included in Exhibit 5)
                     24     Power of Attorney (included on signature page)
                    *99     Selected Financial Data
                     -----------------------------------------------------------
                  *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

                                      II-2
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.

          (b)     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  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.

          (c)     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 24th
day of September, 1998.

                                      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.

          Person                      Capacity                    Date
          ------                      --------                    ----
/s/ John K. Kitchen              Chairman of the Board      September 24, 1998
-------------------              and Director
    John K. Kitchen              

/s/ Robert P. Corcoran           Chief Executive Officer    September 24, 1998
----------------------           and Director
    Robert P. Corcoran           

/s/ Keith B. McCarthy            Chief Financial Officer    September 24, 1998
--------------------- 
    Keith B. McCarthy

/s/ Raymond L. Hughes            Director                   September 24, 1998
--------------------- 
    Raymond L. Hughes

/s/ Frank J. Orlando             Director                   September 24, 1998
-------------------- 
    Frank J. Orlando

/s/ Donald Sciaretta             Director                   September 24, 1998
--------------------
    Donald Sciaretta
/s/ Gilbert E. Pittenger         Director                   September 24, 1998
------------------------ 
    Gilbert E. Pittenger

/s/ Herman C. Simonse            Director                   September 24, 1998
--------------------- 
    Herman C. Simonse

/s/ S. Tucker S. Johnson         Director                   September 24, 1998
------------------------ 
    S. Tucker S. Johnson

/s/ G. Robert Santye             Director                   September 24, 1998
-------------------- 
     G. Robert Santye

/s/ Frederick D. Quick           Director                   September 24, 1998
---------------------- 
     Frederick D. Quick

/s/ Anthony J. Santye            Director                   September 24, 1998
--------------------- 
     Anthony J. Santye

/s/ Donald R. Tourville          Director                   September 24, 1998
----------------------- 
     Donald R. Tourville

/s/ Bernard Bernstein            Director                   September 24, 1998
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     Bernard Bernstein

/s/ William Kooyker              Director                   September 24, 1998
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     William Kooyker