EXHIBIT 99H

                              [SDNB Letterhead]

                                                   August 10, 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, to extend the offering and to pay 
commissions on subscriptions.  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.

     The Company believes the Subscription Offering and the agreement by
WHR to invest an additional amount based upon the aggregate subscriptions
received from the Subscription Offering present an unusual capital-
raising opportunity for the Company.  In order to take full advantage
of that opportunity, the Company has elected to amend the Subscription 
Offering by extending the offering to September 21, 1995 (which date, 
as it may be extended by the Company to October 5, 1995, is the "New 
Expiration Date") and by paying commission on subscriptions.  Enclosed
is a new Prospectus, dated August 9, 1995, which incorporates the 
amendments to the Subscription Offering.  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 July 21, 1995, the date of the amendment of the 
Subscription Offering) remain unchanged.


                                       Very truly yours,

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