As filed with the Securities and Exchange Commission on June 15, 1999.

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933


                              SJNB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

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


One North Market Street
San Jose, California                              95113
(Address of Principal                             (Zip Code)
Executive Offices)

                 1996 Stock Option Plan of SJNB Financial Corp.
                            (Full title of the plan)

JAMES R. KENNY                               Copy to:
President and Chief Executive Officer        JONATHAN D. JOSEPH
SJNB Financial Corp.                         Pillsbury Madison & Sutro LLP
One North Market Street                      P.O. Box 7880
San Jose, California 95113                   San Francisco, CA 94120
(408) 947-7562                               (415) 983-1000
-------------------------------------        ------------------------------
                          (Name, address and telephone
                          number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
  Title of        Amount     Proposed Maximum       Proposed          Amount of
Securities To      To Be      Offering Price    Maximum Aggregate   Registration
Be Registered  Registered(1)   per Share(2)     Offering Price(2)      Fee(3)

Common Stock     150,000         $28.25            $4,237,500          $1,179.00


(1)  Calculated pursuant to General Instruction E to Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the  average of the high and low prices as  reported on the Nasdaq
     National Market on June 10, 1999.

(3)  Calculated  pursuant  to Rule  457(h)  under  the  Securities  Act of 1933.
     ______________________

        The Registration Statement shall become effective upon filing in
           accordance with Rule 462 under the Securities Act of 1933.

                        INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8


General Instruction E Information

     This  Registration  Statement is being filed for the purpose of  increasing
the  number of  securities  of the same  class as other  securities  for which a
Registration  Statement  of the  Registrant  on Form  S-8  relating  to the same
employee benefit plan is effective.

     The Registrant's Form S-8 Registration  Statement filed with the Securities
and  Exchange  Commission  on  July  30,  1996,  File  No. 33-09193,  is  hereby
incorporated by reference.  The  Registrant's  Form S-8  Registration  Statement
filed with the  Securities  and Exchange  Commission  on July 1, 1998,  File No.
333-58371, is hereby incorporated by reference.


Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     (1) The Registrant's  Annual Report on Form 10-K (File No. 0-11771) for the
fiscal year ended  December 31,  1998, which contains,  among other things,  the
consolidated  financial statements of Registrant and certain  supplementary data
for the fiscal year ended  December 31, 1998 together with the report thereon of
KPMG LLP, independent auditors.

     (2) The  Registrant's  Quarterly Report on Form 10-Q (File No. 0-11771) for
the quarter ended March 31, 1999.

     (3) The Registrant's Common Stock became registered under Section 12 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  pursuant to
Exchange Act Rule 12g-3 (17 C.F.R. S 240.12g-3). The Registrant is the successor
issuer to San Jose National  Bank.  In lieu of  incorporating  a description  of
securities  from a registration  statement filed pursuant to the Exchange Act, a
description setting forth the information required by Item 202 of Regulation S-K
is provided in the information  delivered to participants as described in Part I
of the Registrant's  Form S-8  Registration  Statement filed with the Securities
and Exchange Commission on July 30, 1996, File No. 33-09193.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered 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 a part
hereof from the date of filing of such documents.


                               INDEX TO EXHIBITS

Exhibit
Number                              Exhibit

 5.1      Opinion regarding legality of securities to be offered.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

24.1      Power of Attorney (see Page 4).

99.1      1996 Stock Option Plan of SJNB Financial Corp., as amended.


                                                    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 City of San Jose, State of California, on June 15, 1999.

                              SJNB FINANCIAL CORP.



                              By:  /s/ James R. Kenny
                                   James R. Kenny
                                   President and
                                   Chief Executive Officer
                                   (Principal Executive Officer)
[{"type": "S-8", "sequence": "1", "description": "LISTING OF ADDITIONAL SHARES", "secsgml_size_bytes": 6457}]
{"company-data": {"conformed-name": "SJNB FINANCIAL CORP", "cik": "0000721161", "assigned-sic": "6022", "irs-number": "770058227", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80683", "film-number": "99646682"}, "business-address": {"street1": "ONE N MARKET ST", "city": "SAN JOSE", "state": "CA", "zip": "95113", "phone": "4089477562"}, "mail-address": {"street1": "ONE NORTH MARKET STREET", "city": "SAN JOSE", "state": "CA", "zip": "95113"}}
As filed with the Securities and Exchange Commission on June 15, 1999.

                                                           Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form S-8

                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              SJNB FINANCIAL CORP.
             (Exact name of registrant as specified in its charter)

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

One North Market Street
San Jose, California                              95113
(Address of Principal                             (Zip Code)
Executive Offices)

                 1996 Stock Option Plan of SJNB Financial Corp.
                            (Full title of the plan)

JAMES R. KENNY                               Copy to:
President and Chief Executive Officer        JONATHAN D. JOSEPH
SJNB Financial Corp.                         Pillsbury Madison & Sutro LLP
One North Market Street                      P.O. Box 7880
San Jose, California 95113                   San Francisco, CA 94120
(408) 947-7562                               (415) 983-1000
-------------------------------------        ------------------------------
                          (Name, address and telephone
                          number, including area code,
                              of agent for service)

                         CALCULATION OF REGISTRATION FEE
  Title of        Amount     Proposed Maximum       Proposed          Amount of
Securities To      To Be      Offering Price    Maximum Aggregate   Registration
Be Registered  Registered(1)   per Share(2)     Offering Price(2)      Fee(3)

Common Stock     150,000         $28.25            $4,237,500          $1,179.00

(1)  Calculated pursuant to General Instruction E to Form S-8.

(2)  Estimated solely for the purpose of calculating the registration fee on the
     basis of the  average of the high and low prices as  reported on the Nasdaq
     National Market on June 10, 1999.

(3)  Calculated  pursuant  to Rule  457(h)  under  the  Securities  Act of 1933.
     ______________________

        The Registration Statement shall become effective upon filing in
           accordance with Rule 462 under the Securities Act of 1933.

                        INFORMATION REQUIRED PURSUANT TO
                        GENERAL INSTRUCTION E TO FORM S-8

General Instruction E Information

     This  Registration  Statement is being filed for the purpose of  increasing
the  number of  securities  of the same  class as other  securities  for which a
Registration  Statement  of the  Registrant  on Form  S-8  relating  to the same
employee benefit plan is effective.

     The Registrant's Form S-8 Registration  Statement filed with the Securities
and  Exchange  Commission  on  July  30,  1996,  File  No. 33-09193,  is  hereby
incorporated by reference.  The  Registrant's  Form S-8  Registration  Statement
filed with the  Securities  and Exchange  Commission  on July 1, 1998,  File No.
333-58371, is hereby incorporated by reference.

Incorporation of Documents by Reference

     The following  documents  filed by the  Registrant  with the Securities and
Exchange   Commission  are  incorporated  by  reference  in  this   Registration
Statement:

     (1) The Registrant's  Annual Report on Form 10-K (File No. 0-11771) for the
fiscal year ended  December 31,  1998, which contains,  among other things,  the
consolidated  financial statements of Registrant and certain  supplementary data
for the fiscal year ended  December 31, 1998 together with the report thereon of
KPMG LLP, independent auditors.

     (2) The  Registrant's  Quarterly Report on Form 10-Q (File No. 0-11771) for
the quarter ended March 31, 1999.

     (3) The Registrant's Common Stock became registered under Section 12 of the
Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),  pursuant to
Exchange Act Rule 12g-3 (17 C.F.R. S 240.12g-3). The Registrant is the successor
issuer to San Jose National  Bank.  In lieu of  incorporating  a description  of
securities  from a registration  statement filed pursuant to the Exchange Act, a
description setting forth the information required by Item 202 of Regulation S-K
is provided in the information  delivered to participants as described in Part I
of the Registrant's  Form S-8  Registration  Statement filed with the Securities
and Exchange Commission on July 30, 1996, File No. 33-09193.

     In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective  amendment which indicates that all securities  offered 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 a part
hereof from the date of filing of such documents.

                               INDEX TO EXHIBITS

Exhibit
Number                              Exhibit

 5.1      Opinion regarding legality of securities to be offered.

23.1      Consent of KPMG LLP, Independent Auditors.

23.2      Consent of Pillsbury Madison & Sutro LLP (included in Exhibit 5.1).

24.1      Power of Attorney (see Page 4).

99.1      1996 Stock Option Plan of SJNB Financial Corp., as amended.

                                                    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 City of San Jose, State of California, on June 15, 1999.

                              SJNB FINANCIAL CORP.

                              By:  /s/ James R. Kenny
                                   James R. Kenny
                                   President and
                                   Chief Executive Officer
                                   (Principal Executive Officer)