Rule 424(b)(3)



                           JULY 6, 1995 SUPPLEMENT
                                      TO
                 MAY 30, 1995 SDNB FINANCIAL CORP. PROSPECTUS



          In accordance with the terms of the Subscription offering, SDNB
     Financial Corp. has elected to extend the Expiration Date of the
     Subscription Offering from July 7, 1995 to July 21, 1995.