United States
                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                   (Mark One)
              [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                   For the Fiscal Year ended December 31, 1999

                                       OR

              [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the transition period from _________ to _________

                         Commission File Number 0-11771

                              SJNB Financial Corp.
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             (Exact name of registrant as specified in its charter)

         California                                           77-0058227
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(State or other jurisdiction of                            I.R.S. Employer
 incorporation or organization)                          Identification No.)

ONE NORTH MARKET STREET, SAN JOSE, CALIFORNIA                95113
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(Address of principal executive offices)               (Zip Code)

Registrant's telephone number, including area code (408) 947-7562

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

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                           Common Stock, no par value
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                                (Title of class)

Indicate by check mark whether the registrant (1) 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 [  ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not 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-K or any amendment to this
Form 10-K. [  ]

The aggregate market value of the voting common equity held by non-affiliates of
the  registrant,  based on a market value of $29.00 per share (the closing price
of the Common Stock, as of February 29, 2000) was $85,774,000

Number of shares of common stock outstanding as of February 29, 2000:  3,617,408
shares

                      Documents incorporated by reference:

Portions of the  registrant's  definitive  proxy statement for the  registrant's
2000 Annual Meeting of Shareholders (to be filed pursuant to Regulation 14A) are
incorporated by reference into Part III of this Report.
<PAGE>

This  Amendment No. 3 on Form 10-K is filed to correct the box on the first page
regarding disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
because the Company has subsequently discovered certain late reports, which will
be reflected in the Company's definitive proxy statement expected to be filed on
or before April 24, 2000.