SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-K
(Mark One)
[  ]   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, 1996

                                       OR

[  ]   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 333-12305

                          SVB Financial Services, Inc.
             (Exact name of registrant as specified in its charter)

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

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

Registrant's  telephone number,  including area code: (908) 704-1188

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

                                      None

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

                           Common Stock, $4.17 par value
                                (Title of Class)

         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 [ ]

         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. [ X ]

         The aggregate  market value of the voting stock held by  non-affiliates
of the Registrant as of December 31, 1996, was $17,764,799.

         The number of shares of the  Registrant's  Common Stock,  no par value,
outstanding as of December 31, 1996, was 1,366,523.
<PAGE>
                                     PART I

ITEM 1.  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, 1996, the Bank had total
assets of $125.0  million and is considered a small bank relative to other banks
in New Jersey.  On February 6, 1996,  the Bank opened its first branch office in
Hillsborough  Township,  New Jersey.  The Hillsborough  office is a full service
branch with drive-through banking and an ATM.

         The  Bank  received  approval  from  the  Township  of  Bridgewater  to
construct  a branch  office on North  Bridge  Street,  Bridgewater,  New Jersey,
adjacent to the Post Office. Approvals have also been received from the FDIC and
the New Jersey  Department of Banking for this branch  office.  The  Bridgewater
office will be a full service branch with drive-through  banking and an ATM. The
anticipated opening is July 1997. North Bridge Street is a major thoroughfare in
Bridgewater Township and provides access to Routes 22 and 202/206 as well as the
Bridgewater Commons Mall. There is significant residential development along the
length of the road.

         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, 1996, the Bank had $112.5
million in deposits and approximately 7,900 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.  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.
<PAGE>
         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
which may be up to 30 years. Long term fixed rate mortgages are provided through
a correspondent bank.

         As of December 31, 1996, the Bank had approximately  2,300 loans of all
types totaling $86.9 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 two ATM  machines  and the Bank is a  member  of the MAC  network.  The Bank
currently  employs three licensed agents to sell annuities.  A messenger service
is provided by the Bank for pick up of non-cash deposits for selected customers.

         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.

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.

         Although  the Bank  serves  primarily  Somerset  County,  it also draws
business from the contiguous counties of Hunterdon, Middlesex, Union and Mercer.

Competition
         All phases of the Bank's  business are highly  competitive.  As of June
30, 1996 (the latest date for which figures are available),  Somerset County had
23 banks and saving  banks with 98 offices.  In just 4 1/2 years and having only
two  locations,  the Bank  was  ranked  13th of 23 in  terms of total  deposits.
Somerset  County has  experienced  significant  merger  activity in the past two
years.  These  mergers  will result 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 existing  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.

         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.
<PAGE>
         By virtue of their greater total capital, certain commercial banks have
substantially  higher  lending  limits.  These  banks  can  also  finance  broad
advertising  campaigns.  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, 1996,  the Company  employed 38 full time and two part
time employees.  None of these  employees is 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.  PROPERTIES.

         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
possible future  expansion.  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.

         The Bank is  currently  leasing  the land for the  construction  of the
Bridgewater  office on North  Bridge  Street on a  month-to-month  basis from an
unaffiliated  partnership.  A  long-term  lease will be  established  when final
construction costs are determined.

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 1996.
<PAGE>
                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS.

         There is no established  public trading market for the shares of common
stock of the Company.  The shares are neither  listed on any exchange nor quoted
on the NASDAQ system. During the fourth quarter of 1996, the Company offered for
sale 200,000  shares of common stock at a price of $13.00 per share.  All of the
shares were sold.

         Prior to the  acquisition  of the Bank by the  Company,  on an exchange
basis  of six  shares  for  five,  there  were a  limited  number  of  privately
negotiated transfers of the Bank's stock, the price of which was not always made
known to  management.  In those  instances  where the price was  disclosed,  the
consideration was $10.00 per share.

         There are  approximately 480 shareholders of the Company's common stock
as of December 31, 1996.

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

ITEM 6.  SELECTED FINANCIAL DATA.

         This  information is  incorporated by reference from the Company's 1996
Annual Report to Shareholders at page 3 under the caption "Selected Consolidated
Financial Information."

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

         This  information is  incorporated by reference from the Company's 1996
Annual  Report to  Shareholders  at pages 18-30 under the caption  "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

ITEM 8.  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 6-17 of the 1996 Annual Report to Shareholders.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         Arthur  Andersen  LLP  was  the  Company  and  its  subsidiary   Bank's
independent public accountants from its inception in 1991 through the year ended
December 31, 1996.  Effective March 27, 1997, the firm of Grant Thornton LLP has
been appointed as the Company's independent public accountants for 1997.

         The  report  of  Arthur  Andersen  LLP  on the  consolidated  financial
statements of the Company as of and for the year ended December 31, 1996 did not
contain an adverse  opinion or a disclaimer of opinion,  nor was it qualified or
modified as to uncertainty, audit scope, or accounting principles.

         The  decision  to  change  accountants  was  recommended  by the  Audit
Committee of the Board of Directors and approved by the Board of Directors.
<PAGE>
         There were no  disagreements  with Arthur Andersen LLP on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

         The information required by this item is incorporated by reference from
page 2 under the caption "Directors/Principal Shareholders,  Executive Officers"
of the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders.

ITEM 11. EXECUTIVE COMPENSATION.

         This  information  required by this item is  incorporated  by reference
from page 6 under the  caption "Executive  Compensation"  of the Company's Proxy
Statement for its 1997 Annual Meeting of Shareholders.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

         The information required by this item is incorporated by reference from
page 2 under the caption "Directors/Principal  Shareholders/Executive  Officers"
of the Company's Proxy Statement for its 1997 Annual Meeting of Shareholders.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         This  information  required by this item is  incorporated  by reference
from page 15 under  the  caption  "Transactions  with  Related  Persons" of  the
Company's Proxy Statement for its 1997 Annual Meeting of Shareholders.

                                     PART IV

ITEM 14. 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, 1996 and 1995

                  Consolidated Statements of Income - Years Ended
                       December 31, 1996, 1995 and 1994

                  Consolidated  Statements of Changes in Shareholders'  Equity -
                       Years Ended December 31, 1996, 1995 and 1994

                  Consolidated  Statements of Cash Flows - Years Ended  December
                       31, 1996, 1995 and 1994

                  Report of Independent Accountants

         These  statements are incorporated by reference to the Company's Annual
         Report to Shareholders for the year ended December 31, 1996.
<PAGE>
         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

                         10.3 SVB Financial  Services,  Inc. Restated  Incentive
                              Stock Option Plan

                         13   Annual Report to Security-Holders

                         16   Letter re change in certifying accountants

                         20   Proxy Statement for the 1997 Annual Meeting
                              of Shareholders

                         23   Consent of Arthur Andersen LLP

                         27   Financial Data Schedule

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

         3        (b) A report on Form 8-K was filed on October  10,  1996 under
                  Item 5 "Other Events"  concerning the  acquisition of Somerset
                  Valley Bank by SVB  Financial  Services,  Inc.  The  following
                  financial statements were filed:

         Unaudited Consolidated Financial Statements of the Company

                  Consolidated Statement of Condition as of June 30, 1996

                  Consolidated  Statements  of Income for the Six  Months  Ended
                         June 30, 1996 and 1995

                  Consolidated Statements of Cash Flows for the Six Months Ended
                         June 30, 1996 and 1995

         Audited Consolidated Financial Statements of the Company

                  Consolidated  Statements  of Condition as of December 31, 1995
                         and 1994

                  Consolidated  Statements  of  Operations  for the Years  Ended
                         December 31, 1995, 1994 and 1993

                  Consolidated Statements of Changes in Shareholders' Equity for
                         the Years Ended December 31, 1995, 1994 and 1993

                  Consolidated  Statements  of Cash  Flows for the  Years  Ended
                         December 31, 1995, 1994 and 1993

                  Notes to Consolidated Financial Statements

                  Report of Independent Public Accountants
<PAGE>
                          SVB FINANCIAL SERVICES, INC.
                                INDEX TO EXHIBITS



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

   10.2           SVB Financial Services, Inc. Nonstatutory Stock Option Plan


   10.3           SVB Financial Services, Inc. Incentive Stock Option Plan


   13             Annual Report to Security-Holders


   16             Letters re change in certifying accountants


   20             Proxy Statement for 1997 Annual Meeting of Shareholders


   23             Consent of Arthur Andersen LLP


   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 27, 1997



         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 27, 1997
John K. Kitchen


/s/Robert P. Corcoran
----------------------         President and Chief Executive Officer        March  27, 1997
Robert P. Corcoran             and Director


/s/Keith B. McCarthy
--------------------           Chief Financial Officer/Chief                March  27, 1997
Keith B. McCarthy              Accounting Officer


/s/Bernard Bernstein
--------------------           Director                                     March 27, 1997
Bernard Bernstein


/s/Mark S. Gold
---------------                Director                                     March 27, 1997
Mark S. Gold, MD



--------------------           Director                                     March 27, 1997
Raymond L. Hughes

<PAGE>


--------------------           Director                                     March 27, 1997
S. Tucker S. Johnson


/s/Willem Kooyker
-----------------              Director                                     March 27, 1997
Willem Kooyker


/s/Frank Orlando
----------------               Director                                      March 27, 1997
Frank Orlando


/s/Gilbert E. Pittenger
-----------------------        Director                                     March 27, 1997
Gilbert E. Pittenger


/s/Frederick D. Quick
---------------------          Director                                     March 27, 1997
Frederick D. Quick


/s/Anthony J.Santye, Jr.
------------------------       Director                                     March 27, 1997
Anthony J. Santye, Jr.


/s/G. Robert Santye
-------------------            Director                                     March 27, 1997
G. Robert Santye



-------------------            Director                                       March 27, 1997
Donald Sciaretta


/s/Herman C. Simonse
--------------------           Director                                       March 27, 1997
Herman C. Simonse


/s/Donald R. Tourville
----------------------         Director                                       March 27, 1997
Donald R. Tourville
</TABLE>