Exhibit 99(i)



                       [SDNB Letterhead]

                                                  August 10, 1995

                     NOTICE OF AMENDMENT OF
           SDNB FINANCIAL CORP. SUBSCRIPTION OFFERING



To Rights Holders Who Have
Already Exercised 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.

      The Company believes that the Subscription Offering and the
agreement  by WHR to invest an additional amount based  upon  the
aggregate  subscriptions  received in 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 commissions 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.

      As a Rights Holder who exercised Subscription Rights on  or
before July 21, 1995, you have the right to revoke your completed
subscriptions  or  to  confirm your intention  to  exercise  such
subscriptions.  Accordingly, please indicate your decision on the
enclosed   confirmation  form  and  return  the   form   to   the
Subscription Agent in the enclosed, postage-paid envelope  on  or
before  the New Expiration Date.  If the Subscription  Agent  has
not  received a completed confirmation form from you by  the  New
Expiration Date, your completed subscriptions will be presumed to
be  revoked and the Subscription Agent will promptly return  your
aggregate Subscription Price, without interest.

                                   Very truly yours,




                                   Murray L. Galinson
                                   President and Chief
                                   Executive Officer

            CONFIRMATION OF EXERCISED SUBSCRIPTIONS






Name of Rights Holder:__________________________________________


Number of Exercised Subscription Rights:________________________




[  ] I  hereby affirmatively confirm my intention to exercise the
     foregoing Subscription Rights.


[  ] I  hereby  revoke my exercise of the foregoing  Subscription
     Rights.    I   understand  that  by  revoking  my  completed
     subscriptions:  (i)  such  subscriptions  will  be  declared
     invalid by the Subscription Agent; and (ii) the Subscription
     Agent  will promptly return to me the aggregate Subscription
     Price paid for such Subscription Rights, without interest.




Date:__________


Rights Holder's Signature:________________________