UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-QSB

(Mark One)

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

For the quarterly period ended June 30, 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: 000-22407

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

         New Jersey                                              22-3438058
(State of other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                               Identification No.)

103 West End Avenue, Somerville, New Jersey                        08876
(Address of principal executive officers)                        (Zip Code)

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

(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

     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.

                           [ X ] Yes       [  ] No


As of August 10, 1999,  there were 2,786,024  shares of common stock,  $2.09 par
value outstanding.
<PAGE>
                          SVB FINANCIAL SERVICES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                            Page
                                                                            ----


PART I     -     FINANCIAL INFORMATION

ITEM 1     -     Financial Statements and Notes to Consolidated
                 Financial Statements                                         3

ITEM 2     -     Management's Discussion and Analysis of Financial Condition
                 and Results of Operations                                    8

PART II    -     OTHER INFORMATION

ITEM 1     -     Legal Proceedings                                           13

ITEM 2     -     Changes in Securities                                       13

ITEM 3     -     Defaults Upon Senior Securities                             13

ITEM 4     -     Submission of Matters to a Vote of Security Holders         13

ITEM 5     -     Other Information                                           13

ITEM 6     -     Exhibits and Reports on Form 8-K                            13


SIGNATURES                                                                   14




                                      -2-
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS                            June 30,      December 31,
June 30, 1999 and December 31, 1998                      1999            1998
                                                      ----------     -----------
(in thousands)                                        (Unaudited)
<S>                                                    <C>            <C>
ASSETS

Cash & Due from Banks                                  $   9,114      $   8,358
Federal Funds Sold                                        11,825         10,325
Other Short Term Investments                                  73            965
                                                       ---------      ---------
Total Cash and Cash Equivalents                           21,012         19,648
                                                       ---------      ---------

Interest Bearing Time Deposits                             5,683          4,090

Securities

   Available for Sale, at Market Value                    25,329         21,523
   Held to Maturity                                        6,706         15,052
                                                       ---------      ---------
Total Securities                                          32,035         36,575
                                                       ---------      ---------

Loans                                                    135,781        121,474
   Allowance for Possible Loan Losses                     (1,334)        (1,211)
   Unearned Income                                          (108)           (87)
                                                       ---------      ---------
Net Loans                                                134,339        120,176
                                                       ---------      ---------

Premises & Equipment, Net                                  3,180          2,303
Other Assets                                               2,577          2,435
                                                       ---------      ---------
Total Assets                                           $ 198,826      $ 185,227
                                                       =========      =========

LIABILITIES & SHAREHOLDERS' EQUITY

LIABILITIES

Deposits
Demand

   Non-interest Bearing                                $  32,887      $  27,897
   NOW Accounts                                           29,089         24,502
Savings                                                   14,505         13,836
Money Market Accounts                                     22,861         20,226
Time
   Greater than $100,000                                  14,521         14,088
   Less than $100,000                                     69,216         69,165
                                                       ---------      ---------
Total Deposits                                           183,079        169,714
                                                       ---------      ---------

Obligations Under Capital Lease                              435            438
Other Liabilities                                            660            710
                                                       ---------      ---------
Total Liabilities                                        184,174        170,862
                                                       ---------      ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS                            June 30,      December 31,
June 30, 1999 and December 31, 1998                      1999            1998
                                                      ----------     -----------
(in thousands)                                        (Unaudited)
<S>                                                    <C>            <C>
SHAREHOLDERS' EQUITY

Common Stock $2.09 Par Value: 20,000,000                   5,823          5,794
   Shares Authorized; 2,786,024 Shares in 1999 and
   2,759,624 Shares in 1998 Issued and Outstanding
Additional Paid-in Capital                                 5,538          5,502
Accumulated Other Comprehensive (Loss)/Income               (320)             7
Retained Earnings                                          3,611          3,062
                                                       ---------      ---------
Total Shareholders' Equity                                14,652         14,365
                                                       ---------      ---------
Total Liabilities and Shareholders' Equity             $ 198,826      $ 185,227
                                                       =========      =========
</TABLE>
                                       -3-
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME                                For the Three Months       For the Six Months
For the Period Ended June 30,                                            Ended                      Ended
(in thousands)                                                     1999         1998        1999         1998
                                                                 -------      -------     -------      -------
                                                                    (Unaudited)              (Unaudited)
<S>                                                              <C>          <C>         <C>          <C>
INTEREST INCOME

Loans                                                            $ 2,806      $ 2,497     $ 5,428      $ 4,860
Securities Available for Sale                                        366          194         678          358
Securities Held to Maturity                                          124          258         328          562
Federal Funds Sold                                                    74           84         158          166
Time Deposits Due from Banks                                          76            4         139            4
Other Short Term Investments                                           1            8           9           11
                                                                 -------      -------     -------      -------
Total Interest Income                                              3,447        3,045       6,740        5,961
                                                                 -------      -------     -------      -------

INTEREST EXPENSE

Deposits                                                           1,461        1,370       2,929        2,689
Federal Funds Purchased                                                1         --             2         --
Obligations Under Capital Lease                                        9           10          18           19
                                                                 -------      -------     -------      -------
Total Interest Expense                                             1,471        1,380       2,949        2,708
                                                                 -------      -------     -------      -------

Net Interest Income                                                1,976        1,665       3,791        3,253
PROVISION FOR POSSIBLE LOAN LOSSES                                   100           70         180          135
                                                                 -------      -------     -------      -------
Net Interest Income after Provision For Possible Loan Losses       1,876        1,595       3,611        3,118
                                                                 -------      -------     -------      -------

OTHER INCOME

Service Charges on Deposit Accounts                                   92           70         172          134
Gain on the Sale of Loans                                             51           69          84          119
Gain on the Sale of Securities, Available for Sale                    (6)        --            (5)        --
Other Income                                                          39           27          90           57
                                                                 -------      -------     -------      -------
Total Other Income                                                   176          166         341          310
                                                                 -------      -------     -------      -------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME                                For the Three Months       For the Six Months
For the Period Ended June 30,                                            Ended                      Ended
(in thousands)                                                     1999         1998        1999         1998
                                                                 -------      -------     -------      -------
                                                                    (Unaudited)              (Unaudited)
<S>                                                              <C>          <C>         <C>          <C>
OTHER EXPENSE

Salaries and Employee Benefits                                       794          679       1,537        1,352
Occupancy Expense                                                    210          160         413          309
Equipment Expense                                                    106           95         207          180
Other Expenses                                                       493          407         930          775
                                                                 -------      -------     -------      -------
Total Other Expense                                                1,603        1,341       3,087        2,616
                                                                 -------      -------     -------      -------

Income Before Provision for Income Taxes                             449          420         865          812
Provision for Income Taxes                                           168          170         316          328
                                                                 -------      -------     -------      -------
NET INCOME                                                       $   281      $   250     $   549      $   484
                                                                 =======      =======     =======      =======

EARNINGS PER COMMON SHARES - Basic                               $  0.10      $  0.09     $  0.20      $  0.18
                                                                 =======      =======     =======      =======
EARNINGS PER COMMON SHARES - Diluted                             $  0.10      $  0.08     $  0.19      $  0.17
                                                                 =======      =======     =======      =======

</TABLE>


                                       -4-
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME                                   For the Three Months Ended      For the Six Months Ended
For the Period Ended June 30,                                1999       1998              1999        1998
                                                             ----       ----              ----        ----
(in thousands)                                               (Unaudited)                   (Unaudited)
<S>                                                         <C>        <C>               <C>        <C>
Net Income                                                  $ 281      $ 250             $ 549      $ 484
Other Comprehensive Income, Net of Tax

   Unrealized Gains/(Losses) Arising in the Period           (256)         4              (327)       (17)
                                                            -----      -----             -----      -----
Comprehensive Income                                        $  25      $ 254             $ 222      $ 467
                                                            =====      =====             =====      =====

</TABLE>
                                       -5-
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CASH FLOW
For the Period Ended June 30,                                  1999           1998
                                                             ---------     ---------
(in thousands)                                             (unaudited)
<S>                                                          <C>           <C>
OPERATING ACTIVITIES

Net Income                                                   $    549      $    484
Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities:

Provision for Possible Loan Losses                                180           135
(Gains) on the Sale of Loans                                      (84)         (119)
Depreciation and Amortization                                     219           185
(Accretion) of Securities Discount                                (33)           (7)
Losses on the Sale of Securities Available for Sale, Net            5          --
Decrease/(Increase) in Other Assets                                16           (86)
(Decrease)/Increase in Other Liabilities                          (46)           24
Increase in Unearned Income                                        21             8
                                                             --------      --------
Net Cash  Provided By Operating Activities                        827           624
                                                             --------      --------

INVESTING ACTIVITIES

Proceeds from Sale of Securities Available for Sale             4,006          --
Proceeds from Maturities of Securities
   Available for Sale                                           3,504         3,996
   Held to Maturity                                            12,200         9,257
Purchases of Securities

   Available for Sale                                         (11,841)       (7,282)
   Held to Maturity                                            (3,797)       (2,748)
(Increase) in Interest Bearing Time Deposits                   (1,593)         (998)
(Increase) in Loans                                           (14,280)       (8,176)
Capital Expenditures                                           (1,089)         (237)
                                                             --------      --------
Net Cash (Used for) Investing Activities                      (12,890)       (6,188)
                                                             --------      --------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CASH FLOW
For the Period Ended June 30,                                  1999           1998
                                                             ---------     ---------
(in thousands)                                             (unaudited)
<S>                                                          <C>           <C>
FINANCING ACTIVITIES

Net Increase in Demand Deposits                                 9,577         7,809
Net Increase in Savings Deposits                                  669           832
Net Increase in Money Market Deposits                           2,635         2,620
Net Increase in Time Deposits                                     484         2,719
(Decrease) in Federal Funds Purchased                            --            (500)
(Decrease) in Obligation Under Capital Lease                       (3)           (3)
Proceeds from the Issuance of Common Stock, Net                    65            57
                                                             --------      --------
Net Cash Provided by Financing Activities                      13,427        13,534
                                                             --------      --------

Increase in Cash and Cash Equivalents, Net                      1,364         7,970
CASH AND CASH EQUIVALENTS, Beginning of Year                   19,648         5,983
                                                             --------      --------
CASH AND CASH EQUIVALENTS, End of Period                     $ 21,012      $ 13,953
                                                             ========      ========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

Cash Paid During the Year for Interest                       $  2,944      $  2,743
                                                             ========      ========
Cash Paid During the Year for Federal Income Taxes           $    360      $    360
                                                             ========      ========

</TABLE>

                                        6
<PAGE>
                          SVB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            June 30, 1999 (UNAUDITED)

1. SVB Financial Services,  Inc., (the "Company"),  a bank holding company,  was
incorporated on February 7, 1996 with authorized capital of 10,000,000 shares of
$4.17 par value common  stock.  On September 3, 1996,  the Company  acquired 100
percent of the shares of  Somerset  Valley  Bank (the  "Bank") by  exchanging  6
shares of its Common Stock for each 5 shares of the Bank. This exchange has been
accounted for as a reorganization of entities under common control, similar to a
pooling of interests,  which resulted in no changes to the  underlying  carrying
amounts  of assets  and  liabilities.  Effective  April 16,  1998,  the  Company
declared a 2 for 1 stock split, resulting in a $2.09 par value common stock, and
a change in the authorized shares to $20 million.

         The  consolidated   financial  statements  included  herein  have  been
prepared  without  an  audit  pursuant  to  the  rules  and  regulations  of the
Securities and Exchange Commission. Certain information and footnote disclosures
normally included in financial  statements prepared in accordance with generally
accepted  accounting  principles  have been  omitted  pursuant to such rules and
regulations.   The  accompanying  condensed  consolidated  financial  statements
reflect all adjustments which are, in the opinion of management,  necessary to a
fair  statement  of  the  results  for  the  interim  periods  presented.   Such
adjustments  are of a normal  recurring  nature.  These  consolidated  condensed
financial  statements  should be read in conjunction with the audited  financial
statements and the notes thereto.  The results for the six months ended June 30,
1999 are not necessarily  indicative of the results that may be expected for the
year ended December 31, 1999.

         The consolidated  financial statements include the accounts of Somerset
Valley Bank. All significant  inter-company  accounts and transactions have been
eliminated.

2.       Loans

         At June 30, 1999 and December 31, 1998 the  composition  of outstanding
loans is summarized as follows:
<TABLE>
<CAPTION>
                                                       June 30,        December 31,
                                                         1999              1998
                                                       --------         --------
(in thousands)
<S>                                                    <C>              <C>
Secured by Real Estate:
   Residential Mortgage                                $ 39,597         $ 30,577
   Commercial Mortgage                                   49,884           42,703
   Construction                                           7,376            6,256
Commercial and Industrial                                22,462           22,308
Loans to Individuals                                      7,341            8,864
Loans to Individuals for Automobiles                      9,067           10,298
Other Loans                                                  54              468
                                                       --------         --------
                                                       $135,781         $121,474
                                                       ========         ========
</TABLE>
<PAGE>

         There were no loans  restructured  during  1999 or 1998.  There were no
loans past due 90 days or more and still accruing at June 30, 1999 and $5,000 at
December 31, 1998.  Loans in a non-accrual  status totaled  $298,000 at June 30,
1999 and $96,000 at December 31, 1998.

                                       -7-
<PAGE>
  3.     Allowance for Possible Loan Losses

         The  allowance  for  possible  loan  losses is based on  estimates  and
ultimate  losses  may vary  from the  current  estimates.  These  estimates  are
reviewed periodically and as adjustments become necessary, they are reflected in
operations  in the  period  in which  they  become  known.  An  analysis  of the
allowance for possible loan losses is as follows:
<TABLE>
<CAPTION>
                                                     Six Months
                                                        Ended          Year Ended
                                                       June 30,       December 31,
(in thousands)                                           1999             1998
------------------------                               -------          --------
<S>                                                    <C>              <C>
Balance January 1,                                     $ 1,211          $   982
Provision Charged to Operations                            180              300
Charge Offs                                                (63)             (80)
Recoveries                                                   6                9
                                                       -------          -------
Balance End of Period                                  $ 1,334          $ 1,211
                                                       =======          =======
</TABLE>
4.       New Accounting Pronouncement

         On  January 1, 1998,  the  Company  adopted  SFAS No.  130,  "Reporting
Comprehensive Income." This standard requires entities presenting a complete set
of  financial   statements   to  include   details  of   comprehensive   income.
Comprehensive  income  consists of net income or loss for the current period and
income,  expenses,  gains,  and losses that bypass the income  statement and are
reported directly in a separate component of equity.  These financial statements
have been reclassified to reflect the provisions of SFAS No. 130.

         On January 1, 1998,  the Company  adopted  SFAS No.  131,  "Disclosures
about Segments of an Enterprise and Related Information." SFAS No. 131 redefines
how  operating  segments  are  determined  and  requires  disclosure  of certain
financial and  descriptive  information  about a Company's  operating  segments.
Management has concluded that under current conditions,  the Company will report
one business segment, community banking.

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  SFAS No. 133,  "Accounting  for
Derivative   Instruments  and  Hedging   Activity."  SFAS  No.  133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments imbedded in other contracts,  and for hedging activities.
It  requires  that an entity  recognize  all  derivatives  as  either  assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  If certain  conditions are met, a derivative may be specifically
designated  as a  hedge.  The  accounting  for  changes  in the  fair  value  of
derivative  (gains and losses) depends on the intended use of the derivative and
resulting designation. Subsequent to SFAS No. 133, the FASB issued SFAS No. 137,
which  amended the effective  date of SFAS No. 133 to be all fiscal  quarters of
all fiscal years beginning after June 15, 2000.  Based on the Company's  minimal
use of  derivatives  at the current time,  management  does not  anticipate  the
adoption  of SFAS  No.  133 to have a  significant  impact  on the  earnings  or
financial position of the Company.  However, the impact of adopting SFAS No. 133
will depend on the nature and purpose of the  derivative  instruments  in use by
the Company at that time.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

         Management of SVB Financial Services, Inc. (the "Company") is not aware
of any known trends,  events or  uncertainties  that will have or are reasonably
likely to have a material effect on the Company's  liquidity,  capital resources
or results of operations.  The following  discussion and analysis should be read
in conjunction with the

                                       -8-


<PAGE>
detailed  information and  consolidated  financial  statements,  including notes
thereto, included elsewhere in this report. The consolidated financial condition
and results of  operations  of the Company  are  essentially  those of the Bank.
Therefore, the analysis that follows is directed to the performance of the Bank.
Such  financial  condition  and  results of  operations  are not  intended to be
indicative of future performance.

         In addition to historical  information,  this  discussion  and analysis
contains forward-looking  statements.  The forward-looking  statements contained
herein are subject to certain  risks and  uncertainties  that could cause actual
results  to  differ  materially  from  those  projected  in the  forward-looking
statements.  Important factors that might cause such a difference  include,  but
are not limited  to,  those  discussed  in the  section  entitled  "Management's
Discussion  and  Analysis of  Financial  Condition  and Results of  Operations."
Readers  are  cautioned  not to place undue  reliance  on these  forward-looking
statements,  which reflect  management's  analysis only as the date hereof.  The
Company   undertakes  no   obligation   to  publicly   revise  or  update  these
forward-looking  statements to reflect events or circumstances  that arise after
the date hereof.

         With  regard  to  the  Year  2000  disclosure,  these  "forward-looking
statements" include, but are not limited to, estimates of capital  expenditures,
costs of remediation and testing, the timetable for implementing the remediation
and testing phases of Year 2000 planning,  the possible impact of third parties'
Year 2000 issues on the Company,  management's  assessment of contingencies  and
possible scenarios in its Year 2000 planning.  The "forward-looking  statements"
in this report  reflect what we currently  anticipate  will happen in each case.
What actually happens could differ materially from what we currently  anticipate
will happen. We are not promising to make any public  announcement when we think
"forward-looking statements" in this document are no longer accurate, whether as
a result of new  information,  what  actually  happens  in the future or for any
other reason.

Results of Operation
--------------------

         Net income for the first six months of 1999 was  $549,000,  an increase
of  $65,000  or 13% as  compared  to the  same  period  in  1998.  Earnings  per
share-Basic were $.20 in 1999 as compared to $.18 in 1998. Earnings

per share - Diluted were $.19 in 1999 and $.17 in 1998.

         A detailed discussion of the major components of net income follows:

Net Interest Income
-------------------

         Net  interest  income for the first six months of 1999 was $3.8 million
compared to $3.3 million in 1998, an increase of $538,000 or 17%.

         Almost all of the increase can be  attributed to an increase in average
earnings  assets.  Average  earning assets for the first six months of 1999 were
$175.8  million an increase of $31.1 million or 21% from the first six months of
1998.  Loans accounted for 67% of this increase as loans averaged $128.3 million
during the six months.  The increase in loan balances  caused interest income to
increase $849,000.  Partially offsetting this, the yield on loans decreased from
9.11%, to 8.53%,  mainly due to two quarter point drops in the prime rate in the
latter half of 1998 and increased  competition in the market place. The decrease
in the yield  caused  interest  income on loans to decrease  $281,000.  Overall,
interest income  increased  $779,000.  The yield on earning assets was 7.73% for
1999 and 8.30% for 1998.
<PAGE>
         The overall cost of interest-bearing  liabilities decreased forty-seven
basis  points  from 4.68% to 4.21%,  which  resulted  in a decrease  in interest
expense of $167,000.  Offsetting this, total interest bearing deposits increased
$24.6  million  during the six months of 1999 to $140.8  million,  of which time
deposits  accounted for 40% of this  increase.  The increase in deposits  caused
interest  expense to increase  $407,000.  Overall,  interest  expense  increased
$241,000,  however,  the cost of funding earning assets  decreased from 3.77% in
1998 to 3.38% in 1999.

                                       -9-
<PAGE>
         The net result of the change in net  interest  income for the first six
months of 1999 versus the first six months of 1998 was an increase of  $538,000.
The net interest margin decreased eighteen points from a 4.53% to a 4.35%.

Provision for Loan Possible Losses
----------------------------------

         The  provision  for possible  loan losses was $180,000 in the first six
months of 1999 as  compared  to  $135,000  in the first six months of 1998.  The
increase  in  provision  can  be  attributed  to  an  increase  in  loans  which
experienced a net increase of $21.1 million since June 30, 1998.

Other Income

         During the first six months of 1999, other income increased  $31,000 or
10% over the same period in 1998.  Service charges on deposit accounts increased
$38,000  or 28% from the same  period  last  year.  The  growth in the number of
commercial  and consumer  checking  accounts  resulted in  increased  overdraft,
account  maintenance  and wire transfer fees.  Foreign  transaction  fees at the
Company's ATM machines  accounted for 35% of the increase in service  charges on
deposits.

         Gains  on the  sale  of  loans  decreased  $35,000.  The  Company  is a
preferred  SBA  lender  and,  as such,  it  originates  SBA  loans and sells the
government  guaranteed  portions in the  secondary  market while  retaining  the
servicing.  The  amount of gains  recognized  on SBA loans is  dependent  on the
volume of new SBA loans  generated  each  quarter.  The amounts can vary greatly
from quarter to quarter and from year to year.

         The Company had a net $5,000 in loss from the sale of securities during
the first six months of 1999.  The Company  will  periodically  sell some of its
available  for sale  securities  for  varying  reasons.  These  reasons  include
achieving additional liquidity to meet increasing loan demand. Such was the case
during the past quarter.

         Other income increased $33,000 or 58% compared to 1998. The Company was
approved by FNMA to sell mortgage loans late in the third quarter of 1998, which
resulted in an increase of $17,000 or 280% in mortgage fees.  Additionally fees,
related to the servicing of SBA loans as described above, increased 43% over the
same period for last year.

Other Expense
-------------

         Other  expenses  for the six  months  ended  June  30,  1999  increased
$471,000 or 18% from the same period in 1998. In the first quarter of 1998,  the
Company opened two branches,  one located on Gaston Avenue in Somerville and one
in the assisted living  facility in Arbor Glen in  Bridgewater.  A new branch in
Manville  was  opened  in the  first  quarter  of 1999.  Additionally,  expenses
involved  with the  plans for two more  branches;  one in  Aberdeen,  and one in
Bernards Township, have been incurred. Expenses have been impacted by additional
personnel,  occupancy costs and other expenses related to the opening of the new
branches.  Consequently, total assets have grown $36.3 million or 22% since June
30, 1998.  Because of the growth in assets and in offices,  the Company has also
had to hire additional  lending and back-office  personnel to better service its
<PAGE>
customer base.  These  additions  combined with normal salary  increases  caused
salary and benefits expense to increase  $185,000 or 14% from last year. Rent on
the newly opened locations and the potential branch site locations  coupled with
depreciation  on other  facilities  resulted  in a $104,000  or 34%  increase in
occupancy expenses.  Purchases of equipment for new employees and the additional
branches  increased  equipment  expense  $27,000  or 15% from last  year.  Other
expenses  increased  from last year  $155,000 or 20%.  Much of this increase was
related to the growth of the Company which  affected many areas,  but especially
data processing costs, and other outsourced services.

                                      -10-


<PAGE>
Financial Condition
June 30, 1999 compared to December 31, 1998
-------------------------------------------

         Total  assets  increased  $13.6  million or 7% from  December 31, 1998.
Total loans  increased  $14.3  million.  Loans secured by real estate  increased
$17.3 million.  Residential  mortgage loans  increased $9.0 million.  Commercial
mortgages increased $7.2 million. Loans to individuals declined by $2.8 million.

         Deposits increased $13.4 million or 8% during the first six months. All
deposit  categories  have  increased  at June 30, 1999  compared to December 31,
1998.  The two largest  increases  were demand  deposits at $5.0 million and NOW
accounts at $4.6 million.

         Investment  securities  decreased  $4.5 million.  The current  treasury
yield curve, anticipated loan growth, and fluctuation in demand deposit balances
has caused a shift from  securities to short term  investments,  such as Federal
Funds sold and time deposits due from banks.

Asset Quality

         There were no loans past due 90 days or more and still  accruing  as of
June 30, 1999.  Loans past due 90 days or more and still accruing as of December
31, 1998 were $5,000.

         Loans in a  non-accrual  status  totaled  $298,000 at June 30, 1999 and
$96,000 at December 31, 1998 and represented  .22% of total loans as of June 30,
1999 and .08% as of December 31, 1998.

         Loans  considered to be impaired  totaled  $863,000 at June 30, 1999, a
valuation reserve of $26,000 is attributed to these loans.

         The Company had no other real estate owned at June 30, 1999.

Allowance for Possible Loan Losses
----------------------------------

         The  allowance  for  possible  loan  losses  is  maintained  at a level
considered  adequate  to provide for  potential  loan  losses.  The level of the
allowance  is  based on  management's  evaluation  of  potential  losses  in the
portfolio,  after  consideration  of  risk  characteristics  of  the  loans  and
prevailing and anticipated  economic  conditions.  The allowance is increased by
provisions charged to expense and reduced by charge-offs, net of recoveries.

         At June 30, 1999,  the  allowance for loans losses was  $1,334,000  and
represented .98% of total loans and 448% of non-performing  loans compared to an
allowance  for loan losses at December 31, 1998 of  $1,211,000 or 1.00% of total
loans and 1,261% of non-performing loans at December 31, 1998.

         Charge-offs for the first six months of 1999 totaled  $63,000  compared
to $80,000 for the year ended December 31, 1998.

Capital Resources
-----------------

         Total Shareholders' Equity was $14,652,000 at June 30, 1999 compared to
$14,365,000 at December 31, 1998.

         Under the FDIC  Improvement Act of 1991, banks are required to maintain
a minimum ratio of total capital

                                      -11-
<PAGE>
to risk  based  assets  of 8% of which at least 4% must be in the form of Tier I
Capital  (primarily  Shareholders'  Equity).  The  following  are the  Company's
capital ratios at the end of the periods indicated.

                                                  June 30,          December 31,
                                                    1999                1998
                                                   -----               ------
Tier I Capital to Risk Weighted Assets              9.64%              10.24%
Total Capital to Risk Weighted Assets              10.55%              11.14%
Leverage Ratio                                      7.32%               8.54%

Liquidity
---------

         Cash and cash  equivalents  totaled  $21.0  million at June 30, 1999 an
increase of $1.4 million, since December 31, 1998.

         The increase in Cash and Cash Equivalents was primarily attributable to
an increase in deposits  which  contributed  to an increase in cash  provided by
financing  activities of $13.4 million.  Demand deposits experienced the largest
increase for the six month period of $9.6 million.

         Investing activities for the six months included proceeds from the sale
of securities and maturity of securities which totaled $19.7 million. Offsetting
these  proceeds  $32.6 million in funds were used to generate loans and purchase
securities,  interest bearing time deposits and fixed assets. Overall, investing
activities resulted in a decrease in cash of $12.9 million.

Year 2000 Disclosure
--------------------

         The Year 2000 ("Y2K") issue is the result of computer  programs using a
two-digit  format as opposed to four digits to indicate the year.  Such computer
systems  will be unable to interpret  dates beyond the year 1999,  which cause a
system  failure  or  other  computer  errors,  leading  to  the  disruptions  in
operations.

         In 1997,  the Company formed a Year 2000 Committee to develop a plan to
address the issue.  The first phase of the plan called for  identifying all date
reliant hardware,  including  computers,  check encoders,  vaults, A/C & heating
systems, lighting systems, etc. and computer software by performing an inventory
and contacting all vendors for information regarding the Y2K compliance of their
products.  The second phase of the plan called for the replacement or upgrade of
non-compliant  hardware  or software to Y2K  compliant  status.  The third phase
called for the testing of mission  critical  hardware  and software to ascertain
Y2K compliance.  In addition,  contingency  plans are being written to allow the
continuation of operations in case of system failures.

         Phase  I   (Inventory/Assessment)   has   been   completed.   Phase  II
(Renovation/Implementation)  has been  completed  except for the  replacement of
check encoder  hardware which will take place in the fourth quarter 1999.  Phase
III  (Validation/Testing)  is completed.  Contingency  plans will continue to be
updated as necessary through year end.

         Most of the Company's  major computer  applications  (loans,  deposits,
general  ledger,  etc.) are  outsourced to Fiserv,  one of the largest bank data
processing servicers in the country.  Fiserv has a Year 2000 Plan, is performing
testing on all mission  critical  systems and interfaces,  and has developed its
<PAGE>
own contingency plans. Fiserv has completed testing of its systems. We have been
provided access to all its documentation and test results. As of this point, all
applications  served by Fiserv have been  certified  Year 2000  compliant  by an
independent auditor, hired by Fiserv's client group.

         The  Company  expects to spend  $200,000  for  equipment  upgrades  and
$30,000 for direct expense items

                                      -12-
<PAGE>
to cover  additional  Y2K charges.  As of June 30,  1999,  the Company has spent
$45,000 in equipment upgrades.  Direct expenses for Y2K were $8,000 for 1998 and
$325 for 1999.

         The Company has also made several mailings to its retail and commercial
customers to apprise them of the Y2K problem.  Y2K risk assessment has been made
a part of the Bank's  commercial loan  underwriting  procedures.  The commercial
portfolio has been reviewed and a Y2K risk assessment  made of customers.  These
customers  have been contacted and asked to complete a  questionnaire  regarding
their Y2K effort.

                            PART II-OTHER INFORMATION
                            -------------------------

Item 1   -        Legal Proceedings
                  -----------------
                  The  Company is party in the  ordinary  course of  business to
                  litigation involving  collection matters,  contract claims and
                  other   miscellaneous   causes  of  action  arising  from  its
                  business.  Management does not consider that such  proceedings
                  depart from usual routine litigation and, in its judgment, the
                  Company's  financial  position and results of operations  will
                  not be affected materially by such proceedings.

Item 2   -        Changes in Securities
                  ---------------------
                  None.

Item 3   -        Defaults upon Senior Securities
                  -------------------------------
                  None.

Item 4   -        Submission of Matters to a Vote of Security Holders
                  ---------------------------------------------------
                  None.

Item 5   -        Other Information
                  -----------------
                  On July 6, 1998, the common stock of the Company began trading
                  on the Nasdaq National Market,  under the trading symbol SVBF.
                  On June 30,  1999,  the  closing bid of the  Company's  common
                  stock was $9.25 per share.

                  Effective  in July 1999,  the Company has a website and can be
                  located on www.svbfs.com.

Item 6   -        Exhibits and Reports on Form 8-K
                  --------------------------------
            (a)   Exhibits
                  --------

           3(i)   Articles of Incorporation
                  -------------------------
                  Certificate of Incorporation of the Company is incorporated by
                  reference to the Company's Registration Statement on Form SB-2
                  File Number 333-12305 Amendment No. 2, Filed November 4, 1996.
<PAGE>

         3(ii)    Bylaws
                  ------
                  Bylaws of the Company are  incorporated  by  reference  to the
                  Company's   Registration  Statement  on  Form  SB-2  File  No.
                  333-12305 Amendment No. 2, Filed November 4, 1996.

            (b)   Form 8-K
                  --------
                  There has been no Form 8-K filed during the second  quarter of
                  1999.

         (27)     Financial Data Schedule

                                      -13-
<PAGE>




                                   SIGNATURES

         Pursuant to the  requirements  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.


                                               SVB FINANCIAL SERVICES, INC.
                                               ----------------------------
                                                         (Registrant)

Dated:   August 10, 1999                       By:   /s/Keith B. McCarthy
                                                     --------------------
                                                     Keith B. McCarthy
                                                     Executive Vice President
                                                     Chief Accounting Officer





                                      -14-