<PAGE>
July 30, 1996



VIA EDGAR

Securities & Exchange Commission
450 Fifth Street NW
Washington DC  20549

Re:      SJNB Financial Corp. - Form S-8 Registration Statement (CIK 0000721161)

Dear Sir or Madam:

On behalf of SJNB Financial  Corp.  (the  "Company") and in connection  with the
registration  of 495,000  shares of Common  Stock of the Company  under the 1996
stock  Option  Plan,  transmitted  for filing with the  Securities  and Exchange
Commission (the "Commission") through the Commission's  electronic filing system
"(EDGAR") is the Company's registration statement on Form S-8 (the "Registration
Statement").  together with all exhibits.  In accordance with  Commission  Rules
457(h) (1) (17 C.F.R.  Section 230.457 (h) (1) and Rule 13 (c) of Regulation S-T
(17 C.F.R.  Section 232.13(c)),  a filing fee of $2,923.06 has been wired to the
Commission in connection with this filing.

By copy of this  letter,  three copies of the  enclosed  Registration  are being
delivered to the Nasdaq National Market.

Should you have any questions  concerning  this filing,  please  telephone me at
(408) 947-7562.

Very truly yours,





<PAGE>



As filed with the Securities and Exchange Commission on July 30, 1996.
                                                       Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                              California 77-0058227
                (State of other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

One North Market Street
San Jose, CA                                                             95123
(Address of Principal Executive Offices)                              (Zip Code)

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

      Eugene E. Blakeslee                                    Copy to:
 Executive Vice President and                        Gabriella Lombardi, Esq
    Chief Financial Officer                         Pillsbury Madison & Sutro
     SJNB Financial Corp.                                  P O Box 7880
    One North Market Street                           235 Montgomery Street
  San Jose, California 95109                         San Francisco, CA 94104
        (408) 947 7562                                     408-983-1000
(Name, address and phone number                    (Counsel to the Registrant)
     of agent for service)


 Calculation of Registration Fee

- -------------------------------------------------------------------------------
                           Proposed Maximum  Proposed Maximum
     Title of      Amount     Offering           Maximim 
 Securities to     to be      Price Per         Aggregate           Amount of
   be Registered Registered   Share (1)       Offering Price Registration Fee(2)
- -------------------------------------------------------------------------------
Common Stock       495,000    $17.125          $8,476,875.00        $2,923.06
 No par value

(1)      Estimated solely for the purpose of calculating the registration fee on
         the basis of the average of the high and low sales  prices are reported
         on the Nasdaq National Market System on July 24, 1996.

(2)      The registration fee has been 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



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.       Plan Information.*

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

*             Information  required  by Part I to be  contained  in the  Section
              10(a)  prospectus  is omitted from the  Registration  Statement in
              accordance  with Rule 428 under the Securities Act of 1933 and the
              Note to Part I of Form S-8.


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       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 filed on Form 10-KSB for the
                  fiscal year ended December 31, 1995

              (2) 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.  Section  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-B is provided
                  in the  information  delivered to participants as described in
                  Part I.

              (3) All other reports filed by the Registrant with the Commission
                  since December 31, 1995, pursuant to Section 13(a) or 15(d)of 
                  the Securities Exchange Act of 1934.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
         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
         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 into this Registration  Statement and to be a
         part hereof from the date of filing of such documents.




<PAGE>


Item 4.       Description of Securities

              Not applicable.

Item 5.       Interests of Names Experts and Counsel

              Not applicable.

Item 6.       Indemnification of Directors and Officers

              Section 317 of the California Corporations Code authorized a court
              to award or a corporation's Board of Directors to grant, indemnity
              to  directors,   officers,  employees  and  other  agents  of  the
              corporation  ("Agents") in terms sufficiently broad to permit such
              indemnification   under  certain   circumstances  for  liabilities
              (including  reimbursement for expenses incurred) arising under the
              Securities Act of 1933, as amended.'

              Article  SIX of the  Registrant's  Articles of  Incorporation,  as
              amended,  authorizes  the  Registrant  to indemnify its agents (as
              such term is defined in Section 317 of the California Corporations
              Code), through bylaw provisions, agreements, votes of shareholders
              or  disinterested   directors  of  otherwise,  in  excess  of  the
              indemnification   otherwise   permitted  by  Section  317  of  the
              California Corporations Code, subject to the applicable limits set
              forth in  Section  204 of the  California  Corporations  Code with
              respect to actions  for breach of duty to the  Registrant  and its
              shareholders.  Article VI of the Registrant's  Bylaws provides for
              mandatory indemnification of each Agent of the Registrant,  except
              as prohibited  by law, and  authorizes  the  Registrant to provide
              insurance for Agents.

              The  Registrant  maintains  a  directors  and  officers  liability
              insurance policy that  indemnifies the Registrant's  directors and
              officers  against  certain  losses in connection  with claims made
              against  them  for  certain   wrongful  acts.  In  addition,   the
              Registrant  has entered into separate  indemnification  agreements
              with its directors and officers that require the Registrant, among
              other things (I) to maintain  directors' and officers' and (ii) to
              indemnify  them  against  certain  liabilities  that may  arise by
              reason of their status or service as Agents of the  Registrant  to
              the fullest extent permitted by California law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              See Index to Exhibits



<PAGE>


Item 9.       Undertakings

              (a) The undersigned registrant hereby undertakes to:

              (1) File during any period in which it offers or sells securities,
                  a  post-effective amendment to this  Registration Statement to

                  (i) Include any prospectus required by section 10(a)(3) of the
                      Securities Act of 1933;

                  (ii)Reflect  in the  prospectus  any  facts or  events  which,
                      individually or together,  represent a fundamental  change
                      in the information in the Registration Statement; and

                  (iii)Include any additional or changed material information on
                       the plan of distribution;

              (2) For  determining  liability  under the Securities Act of 1933,
                  treat each such post-effective amendment as a new registration
                  statement of the securities  offered,  and the offering of the
                  securities at the time to be the initial bona fide offering.
              (3) File a  post-effective  amendment to remove from  registration
                  any  of  the  securities that remain unsold  at the end of the
                  offering.

              (b) Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling  persons of the small business issuer pursuant
                  to the foregoing provisions,  or otherwise, the small business
                  issuer 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 small
                  business  issuer of  expenses  incurred or paid by a director,
                  officer or controlling  person of the small business issuer 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 small
                  business issuer 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   Securities  Act  and  will  be  governed  by  the  final
                  adjudication of such issue.



<PAGE>


- --------------------------------------------------------------------------------
                                   Signatures
- --------------------------------------------------------------------------------

Pursuant  to the  requirement  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,  thereunder  duly
authorized, in the city of San Jose, state of California, on July 24, 1996.

                                             SJNB Financial Corp.


                                    By:      S/J.R. Kenny
                                             James R. Kenny
                                             President & Chief Executive Officer



                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  James R. Kenny and Eugene E.  Blakeslee,  and each of
them his or her true and lawful  attorneys-in-fact  and  agents,  each with full
power of substitution  and  resubstitution,  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  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents,  or his substitute or substitutes,
may 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
date indicated:



<PAGE>


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

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been signed by the  following  persons in the capacity and on the
dates indicated:



S/R. Akamine                    Director                           July 24, 1996
Ray S. Akamine

S/R. Archer              Chairman of the Board                     July 24, 1996
Robert A. Archer

S/R. Diridon                    Director                           July 24, 1996
Rod Diridon

S/Jack Fischer                  Director                           July 24, 1996
Jack Fischer

S/F. Gorry                      Director                           July 24, 1996
F. Jack Gorry

S/J. Kenny                     President &                         July 24, 1996
James R. Kenny                   C.E.O.

S/A. Lund                       Director                           July 24, 1996
Arthur K. Lund

S/L. Oneal                      Director                           July 24, 1996
Louis Oneal

S/D.Rubino                      Director                           July 24, 1996
Diane P. Rubino

S/D. Shen                       Director                           July 24, 1996
Douglas L. Shen

S/G. Vandeweghe                 Director                           July 24, 1996
Gary S. Vandeweghe

S/J. Weinhardt                  Director                           July 24, 1996
John W. Weinhardt

S/E. Blakeslee               Exec. Vice Pres. &                    July 24, 1996
Eugene E. Blakeslee               C.F.O.







<PAGE>




                                INDEX TO EXHIBITS


Exhibit                                                            Sequentially
Number            Exhibit                                          Numbered Page
    5.1           Opinion regarding legality of securities              9
                  being offered.

   23.1           Consent of KPMG Peat Marwick LLP                     10
                  Independent Auditors

   23.2           Consent of Pillsbury Madison &                        9
                  Sutro LLP (included in Exhibit 5.1)

   24.1           Power of Attorney                                     5

   99.1           1996 Stock Option Plan of SJNB                      11-20
                  Financial Corp.
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION OF SHARES - 1996 STOCK OPTION PLAN", "secsgml_size_bytes": 16607}]
{"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": "333-09193", "film-number": "96601292"}, "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"}}
July 30, 1996

VIA EDGAR

Securities & Exchange Commission
450 Fifth Street NW
Washington DC  20549

Re:      SJNB Financial Corp. - Form S-8 Registration Statement (CIK 0000721161)

Dear Sir or Madam:

On behalf of SJNB Financial  Corp.  (the  "Company") and in connection  with the
registration  of 495,000  shares of Common  Stock of the Company  under the 1996
stock  Option  Plan,  transmitted  for filing with the  Securities  and Exchange
Commission (the "Commission") through the Commission's  electronic filing system
"(EDGAR") is the Company's registration statement on Form S-8 (the "Registration
Statement").  together with all exhibits.  In accordance with  Commission  Rules
457(h) (1) (17 C.F.R.  Section 230.457 (h) (1) and Rule 13 (c) of Regulation S-T
(17 C.F.R.  Section 232.13(c)),  a filing fee of $2,923.06 has been wired to the
Commission in connection with this filing.

By copy of this  letter,  three copies of the  enclosed  Registration  are being
delivered to the Nasdaq National Market.

Should you have any questions  concerning  this filing,  please  telephone me at
(408) 947-7562.

Very truly yours,
As filed with the Securities and Exchange Commission on July 30, 1996.
                                                       Registration No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

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

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

                              California 77-0058227
                (State of other jurisdiction of (I.R.S. Employer
              incorporation or organization) Identification Number)

One North Market Street
San Jose, CA                                                             95123
(Address of Principal Executive Offices)                              (Zip Code)

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

      Eugene E. Blakeslee                                    Copy to:
 Executive Vice President and                        Gabriella Lombardi, Esq
    Chief Financial Officer                         Pillsbury Madison & Sutro
     SJNB Financial Corp.                                  P O Box 7880
    One North Market Street                           235 Montgomery Street
  San Jose, California 95109                         San Francisco, CA 94104
        (408) 947 7562                                     408-983-1000
(Name, address and phone number                    (Counsel to the Registrant)
     of agent for service)

 Calculation of Registration Fee

- -------------------------------------------------------------------------------
                           Proposed Maximum  Proposed Maximum
     Title of      Amount     Offering           Maximim 
 Securities to     to be      Price Per         Aggregate           Amount of
   be Registered Registered   Share (1)       Offering Price Registration Fee(2)
- -------------------------------------------------------------------------------
Common Stock       495,000    $17.125          $8,476,875.00        $2,923.06
 No par value

(1)      Estimated solely for the purpose of calculating the registration fee on
         the basis of the average of the high and low sales  prices are reported
         on the Nasdaq National Market System on July 24, 1996.

(2)      The registration fee has been 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
PART I

              INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

Item 1.       Plan Information.*

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

*             Information  required  by Part I to be  contained  in the  Section
              10(a)  prospectus  is omitted from the  Registration  Statement in
              accordance  with Rule 428 under the Securities Act of 1933 and the
              Note to Part I of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       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 filed on Form 10-KSB for the
                  fiscal year ended December 31, 1995

              (2) 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.  Section  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-B is provided
                  in the  information  delivered to participants as described in
                  Part I.

              (3) All other reports filed by the Registrant with the Commission
                  since December 31, 1995, pursuant to Section 13(a) or 15(d)of 
                  the Securities Exchange Act of 1934.

         In  addition,  all  documents  subsequently  filed  by  the  Registrant
         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
         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 into this Registration  Statement and to be a
         part hereof from the date of filing of such documents.
Item 4.       Description of Securities

              Not applicable.

Item 5.       Interests of Names Experts and Counsel

              Not applicable.

Item 6.       Indemnification of Directors and Officers

              Section 317 of the California Corporations Code authorized a court
              to award or a corporation's Board of Directors to grant, indemnity
              to  directors,   officers,  employees  and  other  agents  of  the
              corporation  ("Agents") in terms sufficiently broad to permit such
              indemnification   under  certain   circumstances  for  liabilities
              (including  reimbursement for expenses incurred) arising under the
              Securities Act of 1933, as amended.'

              Article  SIX of the  Registrant's  Articles of  Incorporation,  as
              amended,  authorizes  the  Registrant  to indemnify its agents (as
              such term is defined in Section 317 of the California Corporations
              Code), through bylaw provisions, agreements, votes of shareholders
              or  disinterested   directors  of  otherwise,  in  excess  of  the
              indemnification   otherwise   permitted  by  Section  317  of  the
              California Corporations Code, subject to the applicable limits set
              forth in  Section  204 of the  California  Corporations  Code with
              respect to actions  for breach of duty to the  Registrant  and its
              shareholders.  Article VI of the Registrant's  Bylaws provides for
              mandatory indemnification of each Agent of the Registrant,  except
              as prohibited  by law, and  authorizes  the  Registrant to provide
              insurance for Agents.

              The  Registrant  maintains  a  directors  and  officers  liability
              insurance policy that  indemnifies the Registrant's  directors and
              officers  against  certain  losses in connection  with claims made
              against  them  for  certain   wrongful  acts.  In  addition,   the
              Registrant  has entered into separate  indemnification  agreements
              with its directors and officers that require the Registrant, among
              other things (I) to maintain  directors' and officers' and (ii) to
              indemnify  them  against  certain  liabilities  that may  arise by
              reason of their status or service as Agents of the  Registrant  to
              the fullest extent permitted by California law.

Item 7.       Exemption from Registration Claimed.

              Not applicable.

Item 8.       Exhibits.

              See Index to Exhibits
Item 9.       Undertakings

              (a) The undersigned registrant hereby undertakes to:

              (1) File during any period in which it offers or sells securities,
                  a  post-effective amendment to this  Registration Statement to

                  (i) Include any prospectus required by section 10(a)(3) of the
                      Securities Act of 1933;

                  (ii)Reflect  in the  prospectus  any  facts or  events  which,
                      individually or together,  represent a fundamental  change
                      in the information in the Registration Statement; and

                  (iii)Include any additional or changed material information on
                       the plan of distribution;

              (2) For  determining  liability  under the Securities Act of 1933,
                  treat each such post-effective amendment as a new registration
                  statement of the securities  offered,  and the offering of the
                  securities at the time to be the initial bona fide offering.
              (3) File a  post-effective  amendment to remove from  registration
                  any  of  the  securities that remain unsold  at the end of the
                  offering.

              (b) Insofar as indemnification  for liabilities  arising under the
                  Securities Act of 1933 may be permitted to directors, officers
                  and controlling  persons of the small business issuer pursuant
                  to the foregoing provisions,  or otherwise, the small business
                  issuer 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 small
                  business  issuer of  expenses  incurred or paid by a director,
                  officer or controlling  person of the small business issuer 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 small
                  business issuer 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   Securities  Act  and  will  be  governed  by  the  final
                  adjudication of such issue.
- --------------------------------------------------------------------------------
                                   Signatures
- --------------------------------------------------------------------------------

Pursuant  to the  requirement  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,  thereunder  duly
authorized, in the city of San Jose, state of California, on July 24, 1996.

                                             SJNB Financial Corp.

                                    By:      S/J.R. Kenny
                                             James R. Kenny
                                             President & Chief Executive Officer

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes  and appoints  James R. Kenny and Eugene E.  Blakeslee,  and each of
them his or her true and lawful  attorneys-in-fact  and  agents,  each with full
power of substitution  and  resubstitution,  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  exhibits  thereto and other  documents in connection  therewith,  with the
Securities  and Exchange  Commission  granting unto said  attorneys-in-fact  and
agents,  and each of them,  full power and  authority to do and perform each and
every act and thing  requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person,  hereby ratifying and confirming
all that said  attorneys-in-fact  and agents,  or his substitute or substitutes,
may 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
date indicated:
- -------------------------------------------------------------------------------

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

Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement  has been signed by the  following  persons in the capacity and on the
dates indicated:

S/R. Akamine                    Director                           July 24, 1996
Ray S. Akamine

S/R. Archer              Chairman of the Board                     July 24, 1996
Robert A. Archer

S/R. Diridon                    Director                           July 24, 1996
Rod Diridon

S/Jack Fischer                  Director                           July 24, 1996
Jack Fischer

S/F. Gorry                      Director                           July 24, 1996
F. Jack Gorry

S/J. Kenny                     President &                         July 24, 1996
James R. Kenny                   C.E.O.

S/A. Lund                       Director                           July 24, 1996
Arthur K. Lund

S/L. Oneal                      Director                           July 24, 1996
Louis Oneal

S/D.Rubino                      Director                           July 24, 1996
Diane P. Rubino

S/D. Shen                       Director                           July 24, 1996
Douglas L. Shen

S/G. Vandeweghe                 Director                           July 24, 1996
Gary S. Vandeweghe

S/J. Weinhardt                  Director                           July 24, 1996
John W. Weinhardt

S/E. Blakeslee               Exec. Vice Pres. &                    July 24, 1996
Eugene E. Blakeslee               C.F.O.
INDEX TO EXHIBITS

Exhibit                                                            Sequentially
Number            Exhibit                                          Numbered Page
    5.1           Opinion regarding legality of securities              9
                  being offered.

   23.1           Consent of KPMG Peat Marwick LLP                     10
                  Independent Auditors

   23.2           Consent of Pillsbury Madison &                        9
                  Sutro LLP (included in Exhibit 5.1)

   24.1           Power of Attorney                                     5

   99.1           1996 Stock Option Plan of SJNB                      11-20
                  Financial Corp.