As  filed  with  the   Securities  and  Exchange Commission on July 1, 1998.

                                                         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   
      (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        $40.00             $6,000,000        $1,770.00

(1)        Calculated pursuant to General Instruction E on 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 24, 1998.
(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.


Incorporation of Documents by Reference

         The following  documents  filed by 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, 1997, which contains, among other things, the
consolidated  financial statements of Registrant and certain  supplementary data
for the fiscal year ended  December 31, 1997 together with the report thereon of
KPMG Peat Marwick LLP, independent auditors.

         (2) The  Registrant's  Quarterly Report on Form 10-Q (File No. 0-11771)
for the quarter ended March 31, 1998.

         (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.  ss.  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 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 Securities Exchange Act of
1934, 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         Independent Auditors' Consent.

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 24, 1998.

                              SJNB FINANCIAL CORP.



                               By:  S/J.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": 6441}]
{"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": "333-58371", "film-number": "98659588"}, "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 July 1, 1998.

                                                         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   
      (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        $40.00             $6,000,000        $1,770.00

(1)        Calculated pursuant to General Instruction E on 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 24, 1998.
(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.

Incorporation of Documents by Reference

         The following  documents  filed by 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, 1997, which contains, among other things, the
consolidated  financial statements of Registrant and certain  supplementary data
for the fiscal year ended  December 31, 1997 together with the report thereon of
KPMG Peat Marwick LLP, independent auditors.

         (2) The  Registrant's  Quarterly Report on Form 10-Q (File No. 0-11771)
for the quarter ended March 31, 1998.

         (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.  ss.  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 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 Securities Exchange Act of
1934, 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         Independent Auditors' Consent.

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 24, 1998.

                              SJNB FINANCIAL CORP.

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