EXHIBIT 99H

                              [SDNB Letterhead]

                                                            , 1995


                           NOTICE OF AMENDMENT OF
                 SDNB FINANCIAL CORP. SUBSCRIPTION OFFERING


To Holders of
Subscription Rights:


     SDNB Financial Corp. (the "Company") has elected to amend the terms
of its offering (the "Subscription Offering") of up to 769,582 shares of
its Common Stock, no par value per share, to holders of record of the
Common Stock on May 5, 1995.  Unless otherwise specified, capitalized
terms used but not defined herein shall have the same meaning as set
forth in the Company's original Prospectus, dated May 30, 1995, which
Prospectus was supplemented on July 6, 1995.

     As permitted by the original terms of the Subscription Offering,
the Company has amended the Subscription Offering in order to: (i) permit 
the Company to pay to properly registered and licensed brokers or dealers
a commission of 5% of the aggregate Subscription Price attributable to
Subscription Rights validly exercised through such broker or dealer; and
(ii) permit the Company to extend the Subscription Offeringbeyond the 
Expiration Date.  The Company has determined that the first amendment 
constitutes a material adverse change to Holders of Subscription Rights 
because the payment of such commission will reduce the net proceeds 
realized by the Company from the Subscription Offering.  Accordingly, as 
permitted by the original terms of the Subscription Offering, the Company 
has:  (i) set a new Expiration Date of September 21, 1995 (which date, 
as it may be extended by the Company to October 5, 1995, is the "New 
Expiration Date"); and (ii) enclosed a new Prospectus, dated July 25, 1995, 
which incorporates the amendments to the Subscription Offering and the New 
Expiration Date.  All other offering materials (including the form of 
Subscription Warrant) and all other terms of the Subscription Offering 
(including the ability of a Rights Holder, before the New Expiration Date, 
to revoke completed subscriptions received or in transit prior to the 
amendment of the Subscription Offering) remain unchanged.


                                       Very truly yours,

                                       /s/Murray L. Galinson
                                       Murray L. Galinson
                                       President and Chief
                                       Executive Officer