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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 FORM 10-KSB/A
 
(Mark One)
 
[x]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934.       (FEE REQUIRED)
For the fiscal year ended December 31, 1997
                          -----------------
 
[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934.   (NO FEE REQUIRED)
 
For the transition period from             to
                               -----------    ------------

Commission file number      2-78580
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                              PNB FINANCIAL GROUP
                (Name of small business issuer in its charter)

California                                                         95-3847640
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

4665 MacArthur Court, Newport Beach, Ca.                                92660
(Address of principal executive offices)                              (Zip Code)

Issuers telephone number, including area code:                    (714) 851-1033

         Securities registered  pursuant to Section 12(b) of the Act:
                                     None

         Securities registered  pursuant to Section 12(g) of the Act:
                                     None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes   X    No. 
                                        -----      -----     

Check if disclosure of delinquent filers in response to Item 405 of Regulation
S-B is not contained in this form, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB   X
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Issuer's revenue for its most recent fiscal year ended December 31, 1997 is
$33,239,000. The aggregate market value of the voting stock held by
nonaffiliates, which excludes shares held by officers, directors, and 10%
stockholders of the registrant as of March 30, 1998 was approximately $10.7
million. The approximate average bid and ask price of the Company's stock during
March, 1998 which was used to compute the aggregate market value was $25.00 per
share.

The number of shares of common stock outstanding as of March 30, 1998, was
2,280,680.

Transmittal Small Business Disclosure Format (check one):    Yes   x    No 
                                                                 -----     -----
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SIGNATURES

In accordance with the requirements of Section 13 or 15(d) of the Securities
Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized, on the 28th day of March 1998.

PNB FINANCIAL GROUP
(Registrant)



BY: /s/ ALLEN C. BARBIERI
    ------------------------------------
ALLEN C. BARBIERI
President and C.E.O.

In accordance with the Security Exchange Act, this report has been signed below
by the following persons on behalf of the registrant in the capacities and on
the dates indicated.

Signature                          Title                             Date
---------                          -----                             ----


/s/ DOUG L. HELLER                 Chief Financial Officer       March 30, 1998
--------------------------------
DOUG L. HELLER


/s/ MARTIN T. HART                 Director                      March 30, 1998
--------------------------------
MARTIN T. HART


/s/ G. MITCHELL MORRIS             Director                      March 30, 1998
--------------------------------
G. MITCHELL MORRIS


/s/ BERNARD E. SCHNEIDER           Chairman of the Board         March 30, 1998
--------------------------------
BERNARD E. SCHNEIDER


/s/ JON A. SALQUIST                Director                      March 30, 1998
--------------------------------
JON A. SALQUIST