UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-KSB

(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, 1998

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

                  For the transition period from                 to

                        Commission File Number 333-12305

                          SVB Financial Services, Inc.
--------------------------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)


                New Jersey                                     22-3438058
--------------------------------------------------------------------------------
   (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                         Identification Number)


      103 West End Avenue, Somerville, NJ                            08876
--------------------------------------------------------------------------------
   (Address of Principal Executive Offices)                       (Zip Code)

                                 (908) 704-1188
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)

          Securities registered pursuant to Section 12 (b) of the Act:

          Title of Each Class      Name of Each Exchange On Which Registered
          -------------------      -----------------------------------------

         Securities registered pursuant to Section 12 (g) of the Act:

                          Common Stock $2.09 par value
--------------------------------------------------------------------------------
                                (Title of Class)

         Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 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   [   ]
<PAGE>
         Check if there is no  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 ]

         The issuers revenues for the most recent  fiscal year was  $13,236,000.
The  aggregate  market  value of  voting  stock  held by non  affiliates  of the
registrant as of March 17, 1999 was $14,348,300.

         The number of shares of the  registrants  common  stock as of March 17,
1999 was 2,773,424.

         The following  documents  are  incorporated  by  reference.  The Annual
Report to security holders for the fiscal year ended December 31, 1998.

         The proxy  Statement for the annual  meeting of security  holders April
29, 1999.
<PAGE>
                                     PART I

ITEM 1.           DESCRIPTION OF BUSINESS.

General

         SVB Financial  Services,  Inc. (the "Company") is a New Jersey business
company and a bank holding company.  The Company was incorporated on February 7,
1996 for the purpose of acquiring  Somerset Valley Bank (the "Bank") and thereby
enabling  the Bank to operate  within a holding  company  structure.  On May 30,
1996, the  shareholders of the Bank approved the acquisition by the Company.  On
September  3, 1996,  the shares of the Company were  exchanged  for those of the
Bank. The Bank is the Company's only subsidiary.

         The Bank is a New Jersey  commercial  bank and was granted a charter by
the New Jersey  Department of Banking on February 21, 1990.  The Bank opened for
business on December 20, 1991 at its  Somerville  facility  after  obtaining the
necessary  capital in its  initial  offering  and the  approval  of the  Federal
Deposit Insurance  Corporation  (FDIC). At December 31, 1998, the Bank had total
assets of $185.2  million and is considered a small bank relative to other banks
in New Jersey.  In 1996, the Bank opened its first full service branch office in
Hillsborough  Township,  New Jersey. During 1997, the Bank opened a full service
branch in Bridgewater Township,  New Jersey. In 1998 a banking office staffed by
one part time  person  was  opened at the Arbor  Glen  Retirement  Community  in
Bridgewater  Township,  New Jersey  and a mini  branch  with a drive  through on
Gaston Avenue in Somerville, New Jersey.

         The Bank  provides  a wide range of  commercial  and  consumer  banking
services.

         Deposit  services  include  business  and personal  checking  accounts,
interest-bearing NOW accounts,  Money Market Deposit Accounts,  Savings Accounts
and  Certificates  of  Deposit.  In order to compete  with the larger  banks for
deposit  accounts,  the Bank gives  favorable  terms  (interest  rates,  minimum
balances,  service charges,  etc.). As of December 31, 1998, the Bank had $169.7
million in deposits and approximately 11,000 deposit accounts.

         The Bank  makes  secured  and  unsecured  loans to small and  mid-sized
businesses  and  professionals  in its market area.  Because  Somerville  is the
county seat of Somerset County and home to Somerset Medical Center,  the Bank is
uniquely  positioned  to  provide  loans  and  other  services  to the  medical,
accounting and legal professionals.  Bridgewater and Hillsborough  Townships are
also areas of significant small and mid-size business activity. Small and medium
sized  businesses  and  professionals  make up the  primary  focus of the Bank's
lending efforts. It is also a preferred SBA lender and as such it originates SBA
loans and sells the government  guaranteed portion in the secondary market while
retaining the servicing of such loans.

         Secured  and  unsecured  personal  loans to  finance  the  purchase  of
consumer  goods are also  available.  Through its  relationship  with nine local
automobile   dealerships,   the  Bank  indirectly   finances  automobile  loans.
Residential and commercial mortgages are also provided by the Bank.



         Residential mortgages are currently written by the Bank with a three or
five-year fixed rate which adjusts annually  thereafter for the life of the loan
<PAGE>
which may be up to 30 years. The Bank is an approved  Federal National  Mortgage
Association (FNMA) lender for origination and servicing of mortgages.  Long term
fixed rate  mortgages  are  originated  and sold in the  secondary  market  with
servicing retained.

         As of December 31, 1998, the Bank had approximately  3,100 loans of all
types totaling $121.5 million.

         Other  services  provided  by the Bank  include  wire  transfers,  safe
deposit boxes, money orders,  travelers  cheques,  direct deposit of payroll and
social security checks, ACH origination and Visa/MasterCard processing. The Bank
has four ATM  machines  and the Bank is a member  of the MAC  network.  The Bank
currently employs one licensed agents to sell annuities.

         The Bank offers  customers access to their accounts through a telephone
or personal computer.  These products known as PC Plus and TelePlus also offer a
bill payment feature.  A Debit Card is also offered allowing customers to access
funds anywhere MasterCard is accepted.

         The Bank's data  processing  services are provided by Fiserv,  which is
one of the leading data processing  service providers to financial  institutions
in the United States.  As such, the Bank has access to many banking products and
services that are technologically competitive with other Banks. Not all of these
services, however, are economically feasible to the Bank at this time.

         The Company is  utilizing  both  internal  and  external  resources  to
identify,  correct  or  reprogram,  and  test  the  systems  for the  year  2000
compliance.

Market Area

         The Bank's  market area is primarily  Somerset  County which is located
midway  between New York and  Philadelphia.  Somerset  County is  considered  an
affluent suburban area with significant  commercial and residential  activity. A
number of large  national firms such as ATT,  Metropolitan  Life and Johnson and
Johnson  companies  locate  their  offices  in  Somerset  County.  The county is
crisscrossed by five major highways  including  interstate Routes 78 and 287 and
U.S. Routes 22, 202 and 206, adding to its desirability as a commercial  center.
A large regional  shopping mall is located in Bridgewater  Township with several
small shopping centers located throughout the county.

         With the opening of the Aberdeen office, the Bank will have a branch in
Monmouth  County.  During 1998, the Board of Directors of the Bank  redelineated
the Bank's  market area to include  Somerset,  Middlesex,  Monmouth,  Mercer and
Morris counties.
<PAGE>
Competition

         All phases of the Bank's  business are highly  competitive.  As of June
30, 1998 (the latest date for which figures are available),  Somerset County had
23 FDIC insured banks and saving banks with 95 offices. The Bank was ranked 9 of
23 in terms of total deposits,  with 4% of the Somerset County market.  Somerset
County has  experienced  significant  merger  activity  in recent  years.  These
mergers have resulted in the closing of several branch locations  throughout the
Bank's  market area. A  possibility  exists that there will be  competition  for
acquisition of one or more of these branches.  Such competition  could come from
not only New Jersey financial  institutions  but, under recent amendments to New
Jersey  banking  statutes,  also from  out-of-state  and foreign  banks as well,
thereby increasing competition.

         Management  of the Bank  believes  that  loans to  small  and  mid-size
businesses and professionals are not always of primary  importance to the larger
banking  institutions,  whereas they represent the main commercial loan business
of the Bank.  The Bank can  compete  for this  segment of the market  because it
provides responsive  personalized services,  local decision-making and knowledge
of its customers and their businesses.

         By virtue of their greater total capital, certain commercial banks have
substantially  higher  lending  limits.  These  banks  can  also  finance  broad
advertising  campaigns  and  with  lower  average  overhead  ratios  can be very
competitive in pricing.  Accordingly,  there are certain borrowers that the Bank
will not be able to service and others who will be reached by the more extensive
advertising of larger competing banks.

Employees

         At December 31, 1998, the Company employed 55 full time and 5 part time
employees.  None of  these  employees  are covered  by a  collective  bargaining
agreement and the Company  believes that its employees'  relations are good. The
Company offers its employees health, life, dental benefits,  as well as a 401(k)
Plan.

ITEM 2.           DESCRIPTION OF PROPERTY.

         The Company  presently owns no properties.  The Bank leases its banking
facilities at 103 West End Avenue and its  back-office  facility at 117 West End
Avenue in Somerville from a partnership consisting of all but one of the members
of its  Board of  Directors  and one non  director.  The  lease for 103 West End
Avenue  expires in July of 2001,  but contains four  five-year  renewal  options
allowing the Bank to extend the lease. The lease for 117 West End Avenue expires
in 2003.  The Bank also leases  property from the  partnership  described  above
located at 48 North Middaugh Street,  Somerville on a  month-to-month  basis for
additional  parking  for  the  Somerville  Branch.  The  lease  for 103 West End
Avenue, was reviewed by both the FDIC and the Department of Banking prior to the
Bank's  opening to determine that the terms of the lease are comparable to those
the Bank would receive in an arms length  transaction with an unaffiliated third
party.  Neither the FDIC nor the Department of Banking  objected to the terms of
the  lease.  The  office  space at 117 West End  Avenue  is also  leased at such
comparable terms.

         The  Hillsborough  office  located at 649 Route 206,  Belle  Mead,  New
Jersey, is leased from an unaffiliated partnership and the lease expires in 2004
with two five-year renewal options.
<PAGE>
         The Bridgewater office located at 481 North Bridge Street, Bridgewater,
New Jersey, is leased from an unaffiliated  partnership and the lease expires in
2027, with an initial five-year term lease with five five-year renewal options.

         The  Gaston  Avenue  office  is  located  at 91  North  Gaston  Avenue,
Somerville,  New Jersey.  The Company  owns the  building and the land is leased
with a forty-two-month  lease expiring in 2001 with one five-year renewal at the
landlord's option.

         The Arbor Glen office  located at 100 Monroe Street,  Bridgewater,  New
Jersey,  has a lease with an original term of three years expiring in 2001, with
three five-year renewal options.

         The Bank has leases for the following Bank sites which will open during
1999:

                  -      The Manville  office will be  constructed on land at 40
                         North  Main  Street,   Manville,  New  Jersey  from  an
                         unaffiliated third party. The lease expires in 2023.

                  -      The Aberdeen  office will be constructed on land at 231
                         State Highway 34, Matawan, New Jersey. The lease has an
                         initial term of ten years and five year options through
                         2033.

                  -      The Bernard  Township  office at the  Bernards  Village
                         Center at the intersection of Allen and Hanson Roads in
                         Bernards Township,  New Jersey,  will be leased from an
                         unaffiliated third party. The initial term of the lease
                         is fifteen years with three five year renewal options.

ITEM 3.          LEGAL PROCEEDINGS.

         The Company is  periodically a party to or otherwise  involved in legal
proceedings arising in the normal course of business,  such as claims to enforce
liens,  claims  involving the making and servicing of real property  loans,  and
other issues  incident to the  Company's  business.  There are no pending  legal
proceedings to which the Company is a party nor has it been  threatened with any
litigation.  Management does not believe that there is any pending or threatened
proceeding  against the Company  which,  if determined  adversely,  would have a
material effect on the business or financial position of the Company.


ITEM 4.          SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.

         No matters were submitted for a vote of the  Registrant's  shareholders
during the fourth quarter of 1998.

                                     PART II
<PAGE>
ITEM 5.          MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
                 MATTERS.

         Prior to July 6, 1998, there was no established  public trading for the
shares of the Company.  On July 6, 1998,  the common stock of the Company  began
trading on the NASDAQ  National  Market  System  under the trading  symbol SVBF.
Following are the high and low prices for the third and fourth quarters of 1998:

                                              High              Low
                                              ----              ---

                  Third Quarter             $13.00            $9.000
                  Fourth Quarter            $11.00            $8.875

         There are approximately 431 holders of the Company's common stock.

         The  Company  has never paid a  dividend  and there are no plans to pay
cash dividends at this time.

ITEM 6.          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                 RESULTS OF OPERATIONS.

         This  information is  incorporated by reference from the Company's 1998
Annual  Report to  Shareholders  at pages 18-31 under the caption  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

ITEM 7.          FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

         The Consolidated Financial Statements,  Notes to Consolidated Financial
Statements and Independent  Auditors Report thereon is incorporated by reference
from pages 3-17 of the 1998 Annual Report to Shareholders.

                                    PART III

ITEM 9.          DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information required by this item is incorporated by reference from
pages 2-5 under the caption "Directors/Principal Shareholders/Executive Officers
and Director  Committees" of the Company's  Proxy  Statement for its 1999 Annual
Meeting of Shareholders.

ITEM 10.         EXECUTIVE COMPENSATION.

         This  information  required by this item is  incorporated  by reference
from pages 5-6 under the caption "Executive Compensation" of the Company's Proxy
Statement for its 1999 Annual Meeting of Shareholders.

ITEM 11.         SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by this item is incorporated by reference from
pages  2-4  under  the   caption   "Directors/Principal   Shareholders/Executive
Officers"  of the  Company's  Proxy  Statement  for its 1999  Annual  Meeting of
Shareholders.

ITEM 13.         CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         This  information  required by this item is  incorporated  by reference
from  page 12 under the  caption  "Transactions  with  Related  Persons"  of the
Company's Proxy Statement for its 1999 Annual Meeting of Shareholders.
<PAGE>
                                     PART IV

ITEM 13.         EXHIBITS, FINANCIAL STATEMENTS SCHEDULES, AND REPORTS ON FORM 
                  8-K.

         (a)      Financial Statements and Financial Statement Schedules

         The following documents are filed as part of this report:

         1        Financial Statements of SVB Financial Services, Inc.

                  Consolidated Balance Sheets - December 31, 1998 and 1997

                  Consolidated Statements of Income - Years Ended
                       December 31, 1998 and 1997

                  Consolidated  Statements of Changes in Shareholders' Equity  
                       and Comprehensive Income-Years Ended December 31, 1998
                       and 1997 

                  Consolidated Statements of Cash Flows - Years Ended
                       December 31, 1998 and 1997

                  Report of Independent Accountants

         These  statements are incorporated by reference to the Company's Annual
         Report to Shareholders for the year ended December 31, 1998.

         2        All schedules are omitted because either they are inapplicable
                  or not required,  or because the information  required therein
                  is included in the Consolidated Financial Statements and Notes
                  thereto.

         3        Exhibits

                    Exhibit
                    Number                  Description
                    ------                  -----------
                      3(i)      Certificate of Incorporation (1)
                      3(ii)     By-Laws(1)
                      4.1       Specimen Stock Certificate (1)
                      4.2       Pages  3, 4,  5, 6, 7, 8, 9, 10 and 11 from  the
                                Certificate  of  Incorporation  of SVB Financial
                                Services, Inc. (1)
                      4.3       Pages  1, 2, 3, 9,  10,  11,  14 and 15 from the
                                By-Laws of SVB Financial Services, Inc. (1)
                      10.1      Employment Agreements (1)
                      10.2      SVB Financial Services,  Inc. Nonstatutory Stock
                                Option Plan (2)
                      10.3      SVB Financial Services,  Inc. Restated Incentive
                                Stock Option Plan (3)
                      13        Annual Report to Security-Holders
                      20        Proxy  Statement for the 1999 Annual  Meeting of
                                Shareholders
                      23        Consent   of   Independent    Certified   Public
                                Accountants
                      27        Financial Data Schedule

<PAGE>
                      (1)   Incorporated   by   reference   to   the   Company's
                            Registration Statement on SB-2.  Registration Number
                            333-12305.


                      (2)   Incorporated   by   reference   to   the   Company's
                            Registration  Statement  on Form  S-8.  Registration
                            Number 333-66131


                      (3)   Incorporated   by   reference   to   the   Company's
                            Registration  Statement  on From  S-8.  Registration
                            Number 333-66165
<PAGE>
                          SVB FINANCIAL SERVICES, INC.

                                INDEX TO EXHIBITS

 Exhibit                                                                  Page
 Number            Description                                            Number
 ------            -----------                                            ------

   13      Annual Report to Security-Holders

   20      Proxy Statement for the 1998 Annual Meeting of Shareholders

   23      Consent of Independent Certified Public Accountants

   27      Financial Data Schedule


<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                              /s/Keith B. McCarthy
                                              --------------------
                                              Keith B. McCarthy
                                              Principal Financial Officer and
                                              Principal Accounting Officer

March 31, 1999

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

  Signature                             Capacity                                Date
  ---------                             --------                                ----
<S>                            <C>                                          <C>
/s/John K. Kitchen 
-------------------            Director and Chairman of the Board           March 31, 1999
John K. Kitchen

/s/Robert P. Corcoran          President and Chief Executive Officer        March 31, 1999 
----------------------         and Director                                                
Robert P. Corcoran             

/s/Keith B. McCarthy           Chief Financial Officer/Chief                March 31, 1999
--------------------           Accounting Officer                                         
Keith B. McCarthy              

/s/Bernard Bernstein           Director                                     March 31, 1999
--------------------            
Bernard Bernstein

                               Director                                     March 31, 1999
-------------------                
Mark S. Gold, MD

/s/Raymond L. Hughes           Director                                     March 31, 1999
--------------------           
Raymond L. Hughes

                               Director                                     March 31, 1999
-----------------------        
S. Tucker S. Johnson

/s/Willem Kooyker              Director                                     March 31, 1999
-----------------             
Willem Kooyker

/s/Frank Orlando               Director                                     March 31, 1999
----------------               
Frank Orlando
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
  Signature                             Capacity                                Date
  ---------                             --------                                ----
<S>                            <C>                                          <C>
/s/Gilbert E. Pittenger        Director                                     March 31, 1999
-----------------------        
Gilbert E. Pittenger

/s/Frederick D. Quick          Director                                     March 31, 1999
---------------------          
Frederick D. Quick

/s/Anthony J.Santye, Jr.       Director                                     March 31, 1999
------------------------       
Anthony J. Santye, Jr.

/s/G. Robert Santye            Director                                     March 31, 1999
-------------------            
G. Robert Santye

                               Director                                     March 31, 1999
-------------------            
Donald Sciaretta

/s/Herman C. Simonse           Director                                     March 31, 1999
--------------------           
Herman C. Simonse

                               Director                                     March 31, 1999
----------------------         
Donald R. Tourville
</TABLE>