EXHIBIT "23 (a)"





CONSENT OF INDEPENDENT ACCOUNTANTS



We consent to the incorporation by reference in the Registration Statement of
SDNB Financial Corp (the "Company") on Form S-8 of our report, which includes
an explanatory paragraph related to the outcome of litigation, dated February
17, 1995 on our audits of the consolidated financial statements of the 
Company as of December 31, 1994 and 1993, and for each of the three years in
the period ended December 31, 1994, which is included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.

                                      Coopers & Lybrand L.L.P.

San Diego, California
March 21, 1995