Exhibit 99(g) 


                       [HOEFER & ARNETT LETTERHEAD]


May 26, 1995

Board of Directors
SDNB Financial Corp.
1420 Kettner Blvd.
San Diego, CA 92101

Dear Members of the Board:

You have requested our opinion as to the fairness to the shareholders
of SDNB Financial Corp. ("SDNB" or the "Company") from a financial
point of view, of the terms and conditions of the proposed private
placement and rights offering (collectively, the "Offering") of common
stock by the Company as stated in the Registration Statement on 
Form S-3 (the "Registration Statement"), attached hereto as Exhibit A 
and incorporated herein by this reference.

Qualifications of the Appraiser

Hoefer & Arnett, Incorporated ("H&A") conducts business in investment
banking and securities brokerage specific to independent financial
institutions.  The analysis of securities and of mergers, acquisitions,
tender offers and other corporate transactions for the purpose of (i)
providing transactional advice and assistance, (ii) investment
research, (iii) capital financing activities, and (iv) rendering
opinions concerning fairness, is a normal part of this business.  H&A
currently conducts dealer markets in the shares of more than 100
independent California financial institutions, but not SDNB.  In
addition, the principals of H&A have substantially broader experience
in investment and commercial banking, some of which may be deemed
applicable to this evaluation and opinion.

Procedure.

In connection with our opinion, we have, among other things: (i)
reviewed the Registration Statement (Exhibit A) including the terms and
conditions of the Offering; (ii) reviewed certain publicly available
financial and other data with respect to SDNB, including the financial
statements for recent years and interim periods to date and certain
other relevant financial and operating data relating to the Company
made available to us from published sources and from the internal
records of the Company including the 10-Q for the most recent quarter
ended March 31, 1995 and asset quality migration analysis dated
March 31, 1995; (iii) compared the Company from a financial point
of view with certain other companies in the financial services industry
which we deemed relevant; (iv) considered the financial terms and
conditions, to the extent publicly available, of selected common stock
offerings of financial institutions, which we deemed to be comparable,
in whole or in part, to the Offering and the Company; (v) reviewed and
discussed with representatives of the management of the Company certain
information of a business and financial nature regarding the Company,
furnished to us by them, including the related assumptions of the
Company: (vi) discussed the Proxy Statement with the Company's counsel
and (vii) performed such other analyses and examinations as we have
deemed appropriate.  H&A also conducted its own assessment of general 
economic, market and financial conditions.


In connection with our review, we have not independently verified any
of the foregoing information, have relied on all such information and
assumed that all such information is complete and accurate in all
material respects.  We have also assumed that there has been no
material change in the Company's assets, financial condition, results
of operations, business or prospects since the date of the last
financial statements made available to us.  In addition, we have not 
made an independent evaluation, appraisal or physical inspection of 
the assets or individual properties of the Company.  Further, our opinion 
is based on economic, monetary and market conditions existing as of the 
date hereof.

Based upon the foregoing, and reliance thereon, it is our opinion that,
as of the date hereof, the consideration to be received pursuant to the
Offering and the terms and conditions that exist as of the date hereof,
taken as a whole, are fair from a financial point of view to the
shareholders of SDNB Financial Corp.  Our opinion should not be
construed in any way as a valuation of the Company nor as a
recommendation to participate in the Offering.  Further any material
changes in the terms and conditions of the proposed Offering prior to
closing would render this opinion invalid.

We hereby consent to the inclusion of this opinion as the Appendix to
the Prospectus that is a part of the Registration Statement and to the 
reference to our firm under the caption "THE SUBSCRIPTION OFFERING --
Determination of Subscription Price and Fairness Opinion" in the 
Prospectus.

Very truly yours,

/S/ HOEFER & ARNETT, INCORPORATED
HOEFER & ARNETT, INCORPORATED