Exhibit 99(c)

                         SDNB FINANCIAL CORP.
                SUBSCRIPTION OFFERING OF UP TO 769,582
                         OF ITS COMMON STOCK

To Securities Dealers, Commercial Banks,
Trust Companies and Other Nominees:

SDNB Financial Corp. (the "Company") is offering (the "Subscription 
Offering"), upon the terms and subject to the conditions set forth in
the enclosed Prospectus, dated ___________, 1995 (the
"Prospectus"), and the enclosed Subscription Warrant, up to
769,582 shares of its Common Stock, no par value per share,
to holders of record of the Common Stock (the
"Shareholders") on April 20, 1995 (the "Record Date"), at
a price of $4.34 per share, pursuant to transferable
subscription rights (the "Basic Subscription Rights" and,
together with the Oversubscription Rights (as defined in the
Prospectus referred to below), the "Subscription Rights").

We are asking you to contact your clients for whom you hold shares of 
Common Stock registered in your name or in the name of your nominee or 
who hold shares of Common Stock registered in their own names to obtain 
instructions as to whether your clients would like you to exercise or 
attempt to sell the Basic Subscription Rights or exercise their 
Oversubscription Rights on their behalf.

The Corporation will not pay any fees or commissions to any broker or 
dealer or other person for soliciting exercises or sales of Subscription 
Rights pursuant to the Subscription Offering.  You will be reimbursed 
for customary mailing and handling expenses incurred by you in 
forwarding any of the enclosed materials to your clients.

     Enclosed are copies of the following documents:
          1.  The Prospectus;
          2.  The Subscription Warrant for your use and for
     the information of your clients;
          3.  A form of Transmittal Letter to Shareholders
     which may be sent to your clients for whose accounts
     you hold shares of Common Stock registered in your name
     or the name of your nominee;
          4.  An Instructions Booklet containing instructions
     on how to correctly complete the Subscription Warrant; and
          5.  A return envelope addressed to American Stock
     Transfer & Trust Company (the "Subscription Agent").

Your prompt action is requested.  The Subscription Offering will expire
at 5:00 p.m., New York time, on ____________, 1995 (such date,
as it may be extended by the Company as provided in the Prospectus,
the "Expiration Date"), unless the Subscription Offering is extended 
by the Company to a date not later than ___________, 1995.

To participate in the Subscription Offering, properly completed and 
executed Subscription Warrants and payments for all Subscription
Rights exercised must be delivered to the Subscription Agent
as indicated in the Subscription Warrant and the Prospectus
prior to 5:00 p.m., New York time, on the Expiration Date.


Additional copies of the enclosed materials may be obtained from Western
Financial Corporation (the "Information Agent") or the
Subscription Agent.  The Information Agent's toll-free
telephone number is ______________.


                              Very truly yours,

                              SDNB FINANCIAL CORP.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY PERSON AS AN AGENT OF THE CORPORATION OR OF THE
SUBSCRIPTION AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO
MAKE ANY STATEMENTS ON BEHALF OF EITHER OF THEM WITH RESPECT
TO THE SUBSCRIPTION OFFERING, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE PROSPECTUS.