UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)

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

For the quarterly period ended March 31, 2005

                                       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.)

70 East Main Street, Somerville, New Jersey                       08876
(Address of principal executive officers)                       (Zip Code)

                                 (908) 541-9500
              (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

      Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).

                           ( ) Yes  (X) No

As of May 12, 2005 there were 4,129,014 shares of common stock, $2.09 par value
outstanding.

<PAGE>

                          SVB FINANCIAL SERVICES, INC.

                                    FORM 10-Q

                                      INDEX

PART I   -    FINANCIAL INFORMATION

ITEM 1   -    Financial Statements

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

ITEM 3   -    Quantitative and Qualitative Disclosures about Market Risk

ITEM 4   -    Controls and Procedures

PART II  -    OTHER INFORMATION

ITEM 1   -    Legal Proceedings

ITEM 2   -    Changes in Securities

ITEM 3   -    Defaults Upon Senior Securities

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

ITEM 5   -    Other Information

ITEM 6   -    Exhibits

SIGNATURES

CERTIFICATIONS

<PAGE>

SVB FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
                                                     March 31,    December 31,
                                                        2005          2004
                                                     --------------------------
(in thousands)                                       (Unaudited)
ASSETS
Cash & Due from Banks                                $  19,625    $      21,242
Federal Funds Sold                                       4,467            3,761
Other Short Term Investments                               228              154
                                                     --------------------------
Total Cash and Cash Equivalents                         24,320           25,157
                                                     --------------------------

Interest Bearing Time Deposits                          11,541           13,531

Securities
   Available for Sale, at Fair Value                    47,203           48,543
   Held to Maturity  (Fair Value $74,868 in 2005        75,728           74,696
       and $74,439 in 2004)
                                                     --------------------------
Total Securities                                       122,931          123,239
                                                     --------------------------

Loans                                                  298,758          302,671
   Allowance for Loan Losses                            (3,073)          (3,001)
   Unearned Income                                        (350)            (342)
                                                     --------------------------
Net Loans                                              295,335          299,328
                                                     --------------------------

Premises & Equipment, Net                                8,982            8,451
Bank Owned Life Insurance                                7,979            7,911
Other Assets                                             5,657            5,341
                                                     --------------------------
Total Assets                                         $ 476,745    $     482,958
                                                     ==========================
LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Deposits
     Demand
         Non-interest Bearing                        $  63,394    $      66,906
         NOW                                            82,409           86,709
      Savings                                           42,387           44,804
      Money Market                                      73,313           66,499
      Time
         Greater than $100,000                          32,997           33,487
         Less than $100,000                            120,602          115,211
                                                     --------------------------
Total Deposits                                         415,102          413,616
                                                     --------------------------

Other Borrowings                                        22,123           31,184
Obligation Under Capital Lease                             381              384
Subordinated Debentures                                  6,702            6,702
                                                     --------------------------
Total Borrowings                                        29,206           38,270
                                                     --------------------------
Other Liabilities                                        1,967            1,709
                                                     --------------------------
Total Liabilities                                      446,275          453,595
                                                     --------------------------
SHAREHOLDERS' EQUITY
Common Stock $2.09 Par Value: 10,000,000                 8,589            8,486
   Shares Authorized; 4,109,665 Shares in 2005 and
   4,060,445 Shares in 2004 Issued and Outstanding
Additional Paid-in Capital                              18,265           17,837
Retained Earnings                                        3,960            3,183
Accumulated Other Comprehensive Loss                      (344)            (143)
                                                     --------------------------
Total Shareholders' Equity                              30,470           29,363
                                                     --------------------------
Total Liabilities and Shareholders' Equity           $ 476,745    $     482,958
                                                     ==========================


<PAGE>

<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC
CONSOLIDATED STATEMENTS OF INCOME
For the Three Months Ended March 31                             2005         2004
                                                             -----------------------
                                                             (Unaudited)   (Unaudited)
<S>                                                            <C>          <C>
(in thousands except per share data)
INTEREST INCOME
Loans                                                          $  4,693     $  4,291
Securities Available for Sale                                       383          324
Securities Held to Maturity                                         622          465
Other Short Term Investments                                          1           --
Interest Bearing Time Deposits                                       90           89
Federal Funds Sold                                                   32           17
                                                               ---------------------
Total Interest Income                                             5,821        5,186
                                                               ---------------------
INTEREST EXPENSE
Deposits                                                          1,591        1,189
Other Borrowings                                                    190          141
Obligation Under Capital Lease                                        5            5
Subordinated Debentures                                             102           79
                                                               ---------------------
Total Interest Expense                                            1,888        1,414
                                                               ---------------------
Net Interest Income                                               3,933        3,772
PROVISION FOR LOAN LOSSES                                            70          125
                                                               ---------------------
Net Interest Income after Provision for Loan Losses               3,863        3,647
                                                               ---------------------
OTHER INCOME
Service Charges on Deposit Accounts                                 164          183
Gains on the Sale of Securities Available for Sale                    5           31
Gains on the Sale of Loans                                           76           99
Bank Owned Life Insurance                                            68           40
Other Income                                                        130          224
                                                               ---------------------
Total Other Income                                                  443          577
                                                               ---------------------
OTHER EXPENSE
Salaries and Employee Benefits                                    1,664        1,573
Occupancy Expense                                                   447          427
Equipment Expense                                                   163          160
Other Expenses                                                      894          826
                                                               ---------------------
Total Other Expense                                               3,168        2,986
                                                               ---------------------
Income Before Provision for Income Taxes                          1,138        1,238
Provision for Income Taxes                                          361          408
                                                               ---------------------
Net Income                                                     $    777     $    830
                                                               =====================

EARNINGS PER SHARE - Basic (1) (2)                             $   0.19     $   0.21
                                                               =====================
EARNINGS PER SHARE - Diluted (1) (2)                           $   0.19     $   0.20
                                                               =====================
</TABLE>

(1)   Amounts have been restated for stock dividends.

(2)   Average shares outstanding were:

                                                     Restated
                                       2005             2004
                                    ---------        ---------
                  Basic             4,078,275        4,045,473
                  Diluted           4,206,776        4,134,545

<PAGE>

SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
For the Period Ended March 31, 2005
(Unaudited)

<TABLE>
<CAPTION>
                                                                                      ACCUMULATED
                                                        ADDITIONAL                      OTHER                           TOTAL
                                            COMMON        PAID-IN       RETAINED     COMPREHENSIVE  COMPREHENSIVE    SHAREHOLDERS'
(in thousands)                              STOCK         CAPITAL       EARNINGS         LOSS          INCOME           EQUITY
                                           ---------------------------------------------------------------------------------------
<S>                                        <C>            <C>            <C>            <C>             <C>            <C>
Balance, January 1, 2005                   $ 8,486        $17,837        $ 3,183        $  (143)                       $ 29,363
Exercise of Stock Options                      103            428                                                           531
Net Income                                                                   777                        $   777             777
Accumulated Other Comprehensive
     Income Net of Reclassification
     Adjustment and Taxes                                                                  (201)           (201)           (201)
                                                                                                        -------
Total Comprehensive Income                                                                              $   576
                                           ------------------------------------------------------------------------------------
Balance, March 31, 2005                    $ 8,589        $18,265        $ 3,960        $  (344)                       $ 30,470
                                           ====================================================================================
</TABLE>

CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME
For the Three Months Ended March 31,


                                                         2005          2004
                                                     --------------------------
                                                     (Unaudited)    (Unaudited)

(in thousands)
Net Income                                              $ 777         $ 830
Other Comprehensive Income, Net of Tax
   Unrealized (Losses)/Gains Arising in  the
     Period, Net of Reclassification Adjustments         (201)          156
                                                        -------------------
Comprehensive Income                                    $ 576         $ 986
                                                        ===================

<PAGE>

<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended March 31,                                 2005           2004
                                                                 -----------     ----------
                                                                 (Unaudited)     (Unaudited)
<S>                                                                <C>            <C>
(in thousands)
OPERATING ACTIVITIES
Net Income                                                         $    777       $    830
Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities
Provision for Loan Losses                                                70            125
Depreciation                                                            192            183
Amortization of Securities Premium                                      158            136
Gains on the Sale of Securities Available for Sale                       (5)           (31)
Gains on the Sale of Loans                                              (76)           (99)
(Increase)/Decrease  in Other Assets                                   (212)            84
Increase in Other Liabilities                                           258            273
Increase in Cash Surrender Value of Bank Owned Life Insurance           (68)           (40)
Increase in Unearned Income                                               8              3
                                                                   -----------------------
Net Cash Provided By Operating Activities                             1,102          1,464
                                                                   -----------------------
INVESTING ACTIVITIES
Decrease/(Increase) in Interest Bearing Time Deposits                 1,990           (195)
Proceeds from the Sale of Securities Available for Sale                   8          1,031
Proceeds from Maturities of Securities
   Available for Sale                                                 2,686          6,285
   Held to Maturity                                                   2,446         12,583
Purchases of Securities
   Available for Sale                                                (1,729)        (2,250)
   Held to Maturity                                                  (3,561)       (16,355)
Decrease/(Increase) in Loans, Net                                     3,991         (7,601)
Capital Expenditures                                                   (723)          (814)
                                                                   -----------------------
Net Cash Used for Investing Activities                                5,108         (7,316)
                                                                   -----------------------
FINANCING ACTIVITIES
Net (Decrease)/Increase in Demand Deposits                           (7,812)           625
Net Decrease in Savings Deposits                                     (2,417)          (407)
Net Increase in Money Market Deposits                                 6,814          8,223
Net Increase/(Decrease) in Time Deposits                              4,901         (2,996)
Decrease in Fed Funds Purchased                                      (6,450)            --
Proceeds of Other Borrowings
   One Year or Less                                                   3,000          3,000
   Over One Year                                                        500          2,500
Repayment of Other Borrowings
   One Year or Less                                                  (5,600)        (3,000)
   Over One Year                                                       (511)          (509)
Decrease in Obligation Under Capital Lease                               (3)            (3)
Proceeds from the Exercise of Stock Options                             531            107
                                                                   -----------------------
Net Cash Provided (Used For) by Financing Activities                 (7,047)         7,540
                                                                   -----------------------
(Decrease)/Increase in Cash and Cash Equivalents                       (837)         1,688
Cash and Cash Equivalents, Beginning of Year                         25,157         31,751
                                                                   -----------------------
Cash and Cash Equivalents, End of Period                           $ 24,320       $ 33,439
                                                                   =======================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash Paid During the Period for Interest                           $  1,862       $  1,406
                                                                   =======================
Cash Paid During the Period for Federal Income Taxes               $     --       $    300
                                                                   =======================
</TABLE>

<PAGE>

                          SVB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           March 31, 2005 (UNAUDITED)

1.    General

      SVB Financial Services, Inc. (the "Company") is a bank holding company and
the parent holding  company for Somerset Valley Bank ("the Bank") a full service
commercial  bank. SVB Bald Eagle  Statutory Trust I and SVB Bald Eagle Statutory
Trust II,  subsidiaries  of the Company,  were created to issue trust  preferred
securities to assist the Company to raise  additional  regulatory  capital.  The
Bank has one  subsidiary,  Somerset Valley  Investment  Company,  Inc.  Somerset
Valley Investment  Company,  Inc. is the parent company of West End One Corp., a
company  incorporated  in the State of  Delaware,  which  manages an  investment
portfolio for the benefit of Somerset Valley Investment Company, Inc.

      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 three  months  ended March 31, 2005 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 2005.

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

2.    Merger with Fulton Financial Corporation

      On January 11, 2005,  the Company  signed a definitive  agreement to merge
with Fulton Financial Corporation ("FFC") based in Lancaster, Pennsylvania, with
$11.4 billion in assets.

      FFC will acquire all issued and outstanding  shares of common stock of the
Company.  According to the merger agreement,  each share of the Company's common
stock  outstanding at the time of the merger will be exchanged for a combination
of FFC common stock and cash based on a "cash election merger" structure.

      Each Company shareholder will have the ability to elect to receive 100% of
the merger  consideration  in FFC stock,  100% in cash, or a combination  of FFC
stock and cash. Their elections will be subject to prorating to achieve a result
where,  at a minimum,  20% and, at a maximum,  40% of the Company's  outstanding
shares will be exchanged for cash  consideration.  Those shares of the Company's
stock that will be converted into FFC stock would be exchanged  based on a fixed
exchange  ratio of 1.1899  shares of FFC stock as adjusted for the 5 for 4 stock
split declared by FFC on April 13, 2005, payable on June 8, 2005 to shareholders
of record on May 17, 2005, for each share of the Company's  stock.  Those shares
of the Company's stock that will be converted into cash will be converted into a
per share  amount  of cash  based on a fixed  price of  $21.00  per share of the
Company's stock.

      Based on the $17.74 per share closing price of FFC stock,  as adjusted for
the stock  split,  on January 11, 2005 and the minimum cash  consideration,  the
transaction is valued at approximately $89.0 million.

<PAGE>

      Pursuant to a Warrant Agreement dated as of January 12, 2005,  between the
Company,  as issuer and FFC, as grantee (the "Warrant  Agreement"),  the Company
has granted FFC an option to purchase the shares of the  Company's  Common Stock
under certain  circumstances (the "Warrant").  Specifically,  the Warrant grants
FFC the right to purchase up to 1,008,775  shares of the Company's  Common Stock
(the  "Warrant   Shares")  (which  represent  19.9%  of  the  number  of  shares
outstanding  on January 12,  2005,  giving  effect to the issuance of the shares
pursuant to an exercise of the Warrant),  subject to certain  adjustments,  at a
price,  subject to certain  adjustments,  of $22.00 per share.  The  Warrant was
granted by the Company in connection with an Agreement and Plan of Merger, dated
as of January 11, 2005, between FFC and the Company (the "Merger Agreement").

3.    Loans

      At March 31, 2005 and December  31, 2004 the  composition  of  outstanding
loans is summarized as follows:

                                         March 31,      December 31,
                                            2005            2004
                                         ---------      ------------
          (in thousands)
          Secured by Real Estate:
             Residential Mortgage        $  74,378      $    75,502
             Commercial Mortgage           161,286          153,609
             Construction                   34,488           38,262
          Commercial and Industrial         22,673           25,690
          Loans to Individuals               5,876            8,876
          Other Loans                           57              732
                                         ---------      -----------
                                         $ 298,758      $   302,671
                                         =========      ===========

      There were $175,000 in  restructured  loans at March 31, 2005.  There were
$143,000 in restructured  loans at December 31, 2004.  There was $1,000 in loans
past due 90 days or more and still  accruing  at March 31,  2005.  There were no
loans past due 90 days or more and still accruing at December 31, 2004. Loans in
non-accrual  status  totaled  $1,468,000  at March 31,  2005 and  $1,484,000  at
December  31,  2004.  Interest  income that would have been earned for the three
months ended March 31, 2005 and March 31, 2004 totaled approximately $26,000 and
$20,000, respectively.

      Loans  considered to be impaired  totaled  $1,575,000 at March 31, 2005, a
valuation  reserve of $112,000 is  attributed  to these loans and is included in
the allowance for loan losses.

4.    Allowance for Loan Losses

      The allowance  for 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 loan losses
is as follows:

                                         Three Months
                                             Ended            Year Ended
                                           March 31,         December 31,
    (in thousands)                           2005                2004
                                         -------------       -------------
    Balance January 1,                   $       3,001       $       2,680
    Provision Charged to Operations                 70                 444
    Charge Offs                                     (2)               (132)
    Recoveries                                       4                   9
                                         -------------       -------------
    Balance End of Period                $       3,073       $       3,001
                                         =============       =============

<PAGE>

5.    Commitments and Contingencies

      The Bank, Investment Company, and West End One Corp. have not entered into
any  interest  rate  swaps,  caps or floors and are not party to any  forward or
future  transactions.  However,  the Bank is party to  various  other  financial
instruments,  which  are  not  included  in the  financial  statements,  but are
required in the normal  course of business  to meet the  financing  needs of its
customers  and to assist in managing its exposure to changes in interest  rates.
Management  does not expect any material losses from these  transactions,  which
include standby letters of credit and commitments to extend credit.

      The Company had outstanding  commitments to extend credit of $79.5 million
and $69.7  million  at March  31,  2005 and  December  31,  2004,  respectively.
Commitments  to extend  credit are  agreements  to lend to a customer as long as
there is no violation of any condition established in the contract.  Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require  payment of a fee.  Since a portion of the  commitments  are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent  future cash  requirements.  The  Company  evaluates  each  customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained,  if
deemed  necessary  by  the  Company  upon  extension  of  credit,  is  based  on
management's credit evaluation of the customer.  There is no material difference
between  the  notional  amount and  estimated  fair value of  off-balance  sheet
unfunded loan commitments as of March 31, 2005.

      The Company issues  financial and  performance  standby letters of credit,
both of  which  are  subject  to the  disclosure  and  initial  recognition  and
measurement  provisions of FIN 45. Financial and performance  standby letters of
credit are conditional commitments issued by the Company to assure the financial
and  performance  obligations of a customer to a third party. At March 31, 2005,
the Company was  contingently  liable on  financial  letters of credit  totaling
$5,790,000,  of which $214,000 were originated during the quarter. The Company's
commitments  under  standby  letters of credit  expire at various  dates through
April 12,  2006.  Amounts due under these  letters of credit would be reduced by
any  proceeds  that the  Company  would be able to  obtain  in  liquidating  the
collateral for the loans,  which varies  depending on the customer.  The Company
generally holds collateral and/or obtains personal  guarantees  supporting these
commitments.  The extent of collateral  held for these  commitments at March 31,
2005 varied from 0% to 100%, and averaged 24%.

6.    New Accounting Pronouncements

      Other Than Temporary Impairment
      -------------------------------

      The Company  adopted  Emerging Issues Task Force (EITF) 03-1, "The Meaning
of Other-Than-Temporary  Impairment and Its Application to Certain Investments,"
as of December  31,  2003.  EITF 03-1  includes  certain  disclosures  regarding
quantitative and qualitative disclosures for investment securities accounted for
under  SFAS  115,  "Accounting  for  Certain  Investments  in  Debt  and  Equity
Securities",   that  are   impaired   at  the  balance   sheet   date,   but  an
other-than-temporary impairment has not been recognized. In March 2004, the EITF
issued a Consensus on Issue 03-1  requiring  that the provisions of EITF 03-1 be
applied for  reporting  periods  beginning  after June 15,  2004 to  investments
accounted  for  under  SFAS 115 and 124.  EITF  03-1  establishes  a  three-step
approach for determining whether an investment is considered  impaired,  whether
that  impairment is  other-than-temporary  and the  measurement of an impairment
loss. In September 2004, the FASB issued a proposed Staff  Position,  EITF Issue
03-1-a,  "Implementation  Guidance for the  Application  of Paragraph 16 of EITF
03-1" (EITF  03-1-a).  EITF 03-1-a would  provide  implementation  guidance with
respect to debt securities that are impaired solely due to interest rates and/or
sector spreads and analyzed for other-than-temporary  impairment under paragraph
16 of EITF 03-1. In September 2004, the FASB issued a Staff Position, EITF Issue
03-1-1,  "Effective Date of Paragraphs  10-20 of EITF Issue 03-1" (EITF 03-1-1).
FASB Staff Position (FSP) EITF Issue 03-1-1,  Effective Date of Paragraphs 10-20
of EITF Issue  03-1,  The  Meaning of  Other-Than-Temporary  Impairment  and Its
Application  to  Certain  Investments,  delays  the  effective  date of

<PAGE>

certain  provisions  of EITF Issue  03-1,  including  steps two and three of the
Issue's   three-step   approach  for   determining   whether  an  investment  is
other-than-temporarily  impaired.  However, step one of that approach must still
be initially  applied for impairment  evaluations in reporting periods beginning
after June 15, 2004.  The delay of the effective  date for  paragraphs  10-20 of
EITF Issue 03-1 will be superseded  with the final issuance of proposed FSP EITF
Issue 03-1-a,  Implementation  Guidance for the  Application  of Paragraph 16 of
EITF  Issue  03-1,  The  Meaning  of  Other-Than-Temporary  Impairment  and  Its
Application to Certain Investments. The disclosures under EITF 03-1 are required
for financial  statements for years ending after December 15, 2003.  Temporarily
impaired securities as of March 31, 2005 are as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
                                                            LESS THAN 12               12 MONTHS OR
                                                               MONTHS                     LONGER                      TOTAL
                                       --------------------------------------------------------------------------------------------
                                         Number
Description of Securities                  of               Fair   Unrealized         Fair    Unrealized          Fair   Unrealized
($ in thousands)                       Securities          Value       Losses        Value        Losses         Value       Losses
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>           <C>           <C>         <C>            <C>         <C>          <C>
U.S. Treasury Securities                    1            $   998       $  (2)      $    --        $  --       $    999     $    (2)

U.S. Government Agency Securities          67             36,803        (365)       17,144         (364)        53,947        (729)

Mortgage-Backed Securities                 88             22,432        (269)       15,329         (388)        37,761        (657)

Other Securities                            9              3,733         (29)        1,860          (35)         5,593         (64)

Municipal Securities                       30              5,667         (48)           --           --          5,667         (48)
-----------------------------------------------------------------------------------------------------------------------------------

Total Temporarily Impaired Securities     195            $69,633       $(713)      $34,333        $(787)      $103,966     $(1,500)
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

      Management  has  considered   factors  regarding  other  than  temporarily
impaired  securities and determined  that there are no securities that are other
than  temporarily  impaired as of March 31,  2005.  The Company  invests in U.S.
Treasury,   U.  S.  Government  Agency  and  U.S.  Government  Sponsored  Agency
securities,  all of which have AAA credit  ratings by Standard and Poor's.  With
regard to Other  Securities and Municipal  Securities,  there were no securities
rated  less  than A+ by  Standard  and  Poor's.  Management  believes  that  the
unrealized  losses  shown in the table are  related  to the  interest  rates and
sector  spreads and the collection of all principal and interest is a reasonable
certainty.

      Stock Options
      -------------

      In December 2004, the Financial  Accounting  Standards  Board (the "FASB")
issued  a  Statement  No.  123(R),  Share-Based  Payment  an  Amendment  of FASB
Statements No. 123 and APB No. 25, that addresses the accounting for share-based
payment  transactions  in which an  enterprise  receives  employee  services  in
exchange for (a) equity  instruments of the enterprise or (b)  liabilities  that
are based on the fair value of the enterprise's  equity  instruments or that may
be settled by the issuance of such equity instruments.  Under FASB Statement No.
123(R), all forms of share-based payments to employees, including employee stock
options, would be treated the same as other forms of compensation by recognizing
the  related  cost in the  income  statement.  The  expense  of the award  would
generally  be  measured  at fair  value at the grant  date.  Current  accounting
guidance  requires  that the expense  relating to so-called  fixed plan employee
stock options only be disclosed in the  footnotes to the  financial  statements.
The  Statement   would   eliminate  the  ability  to  account  for   share-based
compensation  transactions using APB Opinion No. 25, Accounting for Stock Issued
to Employees.  This statement is effective for public  entities that do not file
as small  business  issuers as of the  beginning of the first  interim or annual
reporting  period that begins after  December 15, 2005. The Company is currently
evaluating  this  statement  and  its  effects  on  the  Company's   results  of
operations.

      On March 29, 2005, the SEC released Staff  Accounting  Bulletin 107, Share
Based  Payments (SAB 107). The  interpretations  in SAB 107 express views of the
SEC staff regarding the application of Statement No. 123(R). Among other things,
SAB 107  provides  interpretive  guidance  related  to the  interaction  between
Statement 123(R) and certain SEC rules and regulations,  as well as provides the
staff's views regarding the valuation of share-based  payment

<PAGE>

arrangements for public companies. The Company is evaluating the impact that the
implementation  of SAB 107 and  Statement  123(R)  will  have on  future  option
grants.

      Loan and Investments
      --------------------

      In December 2003, the American  Institute of Certified Public  Accountants
(the "AICPA")  issued  Statement of Position (SOP) 03-3,  Accounting for Certain
Loans or Debt  Securities  Acquired in a Transfer.  SOP 03-3  requires  acquired
loans,  including  debt  securities,  to  be  recorded  at  the  amount  of  the
purchaser's initial investment and prohibits carrying over valuation  allowances
from the seller for those  individually-evaluated  loans that have  evidence  of
deterioration  in credit  quality  since  origination,  and it is  probable  all
contractual cash flows on the loan will be unable to be collected. SOP 03-3 also
requires the excess of all  undiscounted  cash flows expected to be collected at
acquisition over the purchaser's initial investment to be recognized as interest
income on a level-yield basis over the life of the loan. Subsequent increases in
cash flows  expected to be collected  are  recognized  prospectively  through an
adjustment  of the  loan's  yield  over its  remaining  life,  while  subsequent
decreases are  recognized as impairment.  Loans carried at fair value,  mortgage
loans held for sale,  and loans to borrowers in good  standing  under  revolving
credit  agreements  are  excluded  from the scope of SOP 03-3.  The  guidance is
effective for loans acquired in fiscal years  beginning after December 15, 2004.
The implementation of SOP 03-3 on January 1, 2005 did not have a material impact
on financial condition, results of operations, or liquidity of the Company.

7.    Stock-Based Compensation

      For the three  months ended March 31,  2005,  there were no stock  options
granted.  For the three months ended March 31,  2004,  there were 122,897  stock
options  granted.  The fair value of each option  granted during this period was
$3.06,  as  adjusted,  and was  estimated  on the date of grant  using the Black
Scholes  pricing  model  with the  following  assumptions:  no  dividend  yield,
expected  volatility  13.00%, a risk-free interest rate of 2.73% and an expected
life of 5.00 years.

      Had compensation costs for the first three months been determined based on
the fair value of the options at the grant dates consistent with the method SFAS
No. 123 "Accounting for Stock-Based  Compensation," the Company's net income and
earnings  per  share,  basic and  diluted,  would  have been as  reduced  to the
proforma  amounts  indicated  below for the three month  period  ended March 31,
2005:

                                            For the Three Months
                                               Ended March 31
----------------------------------------------------------------

(in thousands except per share data)          2005          2004
----------------------------------------------------------------
Net Income as Reported                       $ 777         $ 830
Less: Stock-Based Compensation Costs            --          (248)
                                             -------------------
Proforma Net Income                          $ 777         $ 582
Earnings Per Share Basic
     As Reported                             $0.19         $0.21
     Proforma                                $0.19         $0.14
Earnings Per Share Diluted
     As Reported                             $0.19         $0.20
     Proforma                                $0.19         $0.14

<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATES

      The Company's  business is dynamic and complex.  Consequently,  management
must  exercise  judgment  in  choosing  and  applying  accounting  policies  and
methodologies.  These  choices are  important;  not only are they  necessary  to
comply with accounting  principles generally accepted in the United States, they
also  reflect the  exercise of  management's  judgment in  determining  the most
appropriate manner in which to record and report the Company's overall financial
performance.  All accounting policies are important,  and all policies contained
in Note 3 ("Significant  Accounting  Policies"),  which begins on page 33 of the
Annual   Report  on  Form  10-K  for  2004,   should  be  reviewed  for  greater
understanding  of how  the  Company's  financial  performance  is  recorded  and
reported.

      In  management's  opinion,  some areas of accounting  are likely to have a
more  significant  effect than  others on the  Company's  financial  results and
expose those results to  potentially  greater  volatility.  This is because they
apply  to  areas  of  relatively  greater  business  importance  and/or  require
management to exercise judgment in making  assumptions and estimates that affect
amounts  reported in the financial  statements.  Because these  assumptions  and
estimates are based on current circumstances, they may change over time or prove
to be  inaccurate  based on actual  experience.  For the Company,  the area that
relies most heavily on the use of assumptions and estimates includes, but is not
limited  to,  accounting  for the  allowance  for loan  losses.  Our  accounting
policies  related to these areas are  discussed in this report under the section
labeled "Allowance for Loan Losses."

Overview
--------

      Other than the merger with Fulton Financial  Corporation mentioned earlier
in this report,  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 detailed information and consolidated  financial
statements,  including notes thereto,  included  elsewhere in this report.  This
discussion  and analysis is generally  the  financial  condition  and results of
operations  for the  three  month  period  ended  March 31,  2005 and 2004.  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.

Non Banking Products and Affiliations
-------------------------------------

      On March 2, 2005,  the Company  terminated  its  relationship  with Linsco
Private Ledger Corp for the sale of annuities, mutual funds and other investment
products.  The  Company  signed  a  non  discretionary  full  service  brokerage
agreement and an Administrative Services and Facilities Agreement with Primevest
Financial Services of St. Cloud, Minnesota, a member of the ING group.

<PAGE>

      The Company has a service  agreement with Aurora Financial Group,  Inc. to
provide  origination/processing  and closing  services for residential  mortgage
loans.  The Company sells mortgage loans to Aurora  Financial  Group,  Inc. on a
non-recourse  basis and  receives  fee income.  An employee of Aurora  Financial
Group, Inc. is on- site for these purposes.

      The Company acts as an agent for AIG Annuity  Insurance  Company  under an
agreement  defining the terms and conditions under which the Company's  licensed
producers generate fixed insurance products.

Results of Operations
---------------------

      Net  income  for the three  months  ended  March 31,  2005 was  $777,000 a
decrease of $53,000 or 4% as compared to the same period in 2004.  Earnings  per
share-Basic  were $0.19 in 2005 and $0.21 in 2004.  Earnings  per  share-Diluted
were $0.19 in 2005 and $0.20 in 2004.

      A decline in the net  interest  margin of 22 basis points and a decline in
non interest income of $134,000,  as more fully described below were the primary
causes of the decline in earnings.

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

      Net  interest  income  for the  three  months  ended  March  31,  2005 was
$3,933,000  an increase of $161,000 or 4% from the same period in 2004. In these
same comparable periods the Company's net interest margin declined from 3.83% to
3.61%.

      After two years of historically  low interest  rates,  the Federal Reserve
began  raising  interest  rates on June 30, 2004.  Six  twenty-five  basis point
increases  in the Federal  Funds rate  occurred  between that date and March 31,
2005. The Prime lending rate increased in lockstep with Federal Funds.

      The yield on the Company's  earning  assets  increased only 7 basis points
when the first  quarter of 2005 is compared  with the same period in 2004.  This
occurred for a number of reasons.  While  short-term  rates rose  significantly,
rates on 2, 3 and 5 year  investments  remained  relatively  stable  causing the
yield on the  Company's  investment  portfolio to increase  only 16 basis points
even though the average balance of investments increased by $24 million.

      The lack of increase in 2, 3 and 5 year rates  combined  with  competitive
pricing by other banks for three and five-year fixed rate loans,  which apply to
most  of  the  Company's   commercial   mortgages   have  kept  these  rates  at
approximately  the same level during the period of rising  interest  rates. As a
result,  the  yield  on  loans  increased  only 3 basis  points.  Average  loans
increased  $26 million but loans  declined as a  percentage  of average  earning
assets  from 69% in the first  quarter  of 2004 to 68% in the  current  quarter.
Since they are the highest  yielding asset,  any decline in this percentage will
negatively impact the yield on earning assets.

      The cost of funding the Bank's earning assets increased by 29 basis points
in comparison to last year. The rate paid on NOW accounts,  which make up 25% of
average  deposits,  increased by 70 basis points over the first  quarter of last
year.  This was the result of rate  indexed  pricing of  municipal  accounts and
newly court mandated  pricing on certain  attorney trust accounts known as IOLTA
accounts.

      The  growth in the  Company's  earning  assets  contributed  approximately
$395,000 to net  interest  income  which was offset by a decline in net interest
income of $234,000 as a result of the reduction in the net interest margin.  The
result being a $161,000 increase in net interest income.

<PAGE>

Non Interest Income
-------------------

      Non  interest  income was  $443,000  for the first three months of 2005, a
reduction of $134,000 or 23% in comparison with the same period in 2004.

      Gains on the sale of  securities  and gains on the sale of loans  declined
$26,000 and $23,000,  respectively.  These amounts can fluctuate from quarter to
quarter and are  dependent on such factors as the level of interest  rates,  the
need for  liquidity  and the ability of the Company to  originate  SBA loans and
sell them in the secondary market.

      Service charges on deposit  accounts dropped $19,000 compared to 2004 as a
result of lower volumes in account maintenance fees and overdraft charges.

      The most significant  reduction was in other income, which fell $94,000 or
42%. Half of this amount  ($47,000)  resulted from a drop in  commissions on the
sale of insurance and  investment  products.  The Company's  sales force dropped
from two individuals to one and created additional administrative burden for the
remaining  individual,  thus  reducing  sales  efforts.  A reduction  in fees on
letters of credit($4,000)  and commission on mortgage loans ($27,000)  accounted
for most of the remaining difference.

Non Interest Expense
--------------------

      Non interest expenses  increased $182,000 or 6% for the first three months
of 2005 in comparison with 2004.

      Salaries and benefits  expense  accounted  for $91,000 of the increase and
rose 6% in the  year-to-year  comparison.  The  number of full  time  equivalent
employees  increased  from 110 in 2004 to 113 in 2005.  Employees  also received
annual  salary  increases.  Also  included  in the  increase  was an 11% rise in
employee benefit expenses.

      Occupancy  expense grew $20,000 or 5%, while equipment expense grew $3,000
or 2%.  Other  expenses  expanded  $68,000  or 8%  mostly on  increases  in data
processing and other outsourced service costs.

<PAGE>

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

      The  provision  for loan losses was $70,000 for the first three  months of
2005  compared to  $125,000  for the same period in 2004.  The  reduction  was a
result of the decline in loan balances  during the first three months of 2005 of
$4 million.  As a  percentage  of total  loans,  the  allowance  for loan losses
increased from 0.99% at December 31, 2004 to 1.03% at March 31, 2005.

Financial Condition
March 31, 2005 compared to December 31, 2004
--------------------------------------------

      At March 31,  2005,  total  assets  were $477  million,  a decrease  of $6
million or 1% from  December 31,  2004.  Loans  accounted  for $4 million of the
decrease  as a result of  declines  in  construction  loans and  commercial  and
industrial loans. Deposits increased by $1 million as a result of growth in time
deposits  under  $100,000.   Rising  rates  have  made  these  instruments  more
attractive to retail borrowers.

Asset Quality
-------------

      There was $1,000 in loans past due 90 days or more and still  accruing  as
of March 31, 2005. There were no loans past due 90 days and still accruing as of
December 31, 2004.

      Loans in a  non-accrual  status  totaled  $1,468,000 at March 31, 2005 and
represented 0.49% of total loans. Loans in non-accrual status totaled $1,484,000
at December 31, 2004 and represented 0.37% of total loans.

      The Company  had no other real estate  owned at March 31, 2005 or December
31, 2004.

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

      The Company  maintains  an  allowance  for loan  losses at a level  deemed
sufficient to absorb  losses,  which are inherent in the loan  portfolio at each
balance  sheet date.  Management  determines  the adequacy of the allowance on a
monthly  basis to ensure that the  provision  for loan  losses has been  charged
against  earnings in an amount  necessary to maintain  the  allowance at a level
that is  appropriate  based on  management's  assessment  of probable  estimated
losses.  The Company's  methodology  for assessing  the  appropriateness  of the
allowance  for loan  losses  consists of several key  elements.  These  elements
include a specific  allowance for all commercial  loans based upon a risk rating
assigned  to the loan,  an  allowance  for  homogeneous  types of loans  such as
consumer  installment loans,  residential  mortgage loans and home equity loans,
and an additional  allowance for loans deemed to be impaired and an  unallocated
portion.   The  Company   consistently   applies  the  following   comprehensive
methodology:

      All  commercial  loans are assigned a two-digit risk rating at the time of
closing.  The first digit of the rating  refers to the  strength of the borrower
based on their financial condition and past history. Current economic conditions
and the effect on the  borrower's  business  are also taken  into  account.  The
second digit refers to the collateral  strength and  liquidity,  with zero being
assigned to unsecured  loans. An allowance  amount is then assigned to each risk
rating.  Since,  in its  thirteen-year  history,  the  Company  has had very few
commercial  loan losses,  the amount of the allowance is based on the experience
of management  and their  judgment with respect to these types of loans.  A risk
rating may be changed with the approval of the senior loan officer and the Audit
Committee  of the Board of  Directors.  A rating  change may be requested if the
individual loan officer or the Bank's credit analyst is aware of a change in the
borrower's  financial  condition.  In addition,  approximately 60% of the dollar
amount  of  commercial  loans are  reviewed  on an  annual  basis by an  outside
independent  loan  review  firm at which time a change to the risk rating may be
recommended.

<PAGE>

      The allowance for  homogenous  loans is  established  based on a number of
factors,  including  current  economic  conditions and the loss  experience with
these types of loans, as well as management's judgment.

      The  AICPA's  Accounting  Standards  Executive  Committee  has  issued  an
exposure draft of a proposed Statement of Position (SOP),  "Allowance for Credit
Losses." The proposed SOP addresses the recognition and measurement by creditors
of the allowance for credit losses related to all loans, as that term is defined
in Financial Accounting Standards Board (FASB) Statement of Financial Accounting
Standards  No. 114,  "Accounting  by Creditors  for  Impairment of a Loan," with
certain  exceptions.  If adopted,  the proposed SOP would apply to all creditors
other  than  state and local  governmental  entities  and  federal  governmental
entities.  The Company is currently reviewing the components of the proposed SOP
and the impact it will have on its consolidated  financial  position and results
of operations.

      Loans are deemed to be  impaired  if they are 60 days or more past due for
principal or interest or are in a non-accrual  status.  If there is insufficient
collateral to pay the amount of the loan,  an allowance is  determined  over and
above the amount  required by the risk rating by taking the  difference  between
the carrying  amount of the loan and the present  value of expected  future cash
flows discounted at the loan's current rate less any amounts already established
by the risk rating.

      The Company  also  maintains an  unallocated  allowance.  The  unallocated
allowance  is used to  cover  any  factors  or  conditions,  which  may  cause a
potential loan loss but are not specifically  identifiable.  This amount totaled
$104,000 at March 31, 2005. It is prudent to maintain an unallocated  portion of
the  allowance  because no matter how  detailed an analysis  of  potential  loan
losses is performed, these estimates by definition lack precision.

      Since all identified losses are immediately charged off, no portion of the
allowance  for loan losses is  restricted  to any  individual  loan or groups of
loans, and the entire allowance is available to absorb any and all loan losses.

      A loan is  placed  in a  non-accrual  status  at the  time  when  ultimate
collectibility of principal or interest,  wholly or partially, is in doubt. Past
due loans are those loans which were  contractually  past due 90 days or more as
to interest or  principal  payments  but are well  secured and in the process of
collection.

      At March 31,  2005,  the  allowance  for loan losses was $3.1  million and
represented 1.03% of total loans and 229% of non-performing loans compared to an
allowance for loan losses at December 31, 2004 of $3.0 million or 0.99% of total
loans and 185% of non-performing loans.

      Net charge-offs for the first three months of 2004 totaled $2,000 compared
to $123,000 for the year ended December 31, 2004.

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

      Total Shareholders' Equity was $30.5 million at March 31, 2005 compared to
$29.4 million at December 31, 2004.  Listed below are the  Company's  regulatory
capital ratios for the comparable periods. Subordinated debentures in the amount
of $6.5  million are also  included in the  calculation  of  regulatory  capital
ratios with certain limitations as permitted by FDIC regulations.

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

<PAGE>

                                              March 31, 2005   December 31, 2004
                                              --------------   -----------------

    Leverage Ratio                                   7.44%            7.48%
    Tier 1 Capital to Risk Weighted Assets          10.22%            9.87%
    Total Capital to Risk Weighted Assets           11.10%           10.73%

Liquidity
---------

      Cash and Cash  Equivalents  totaled  $24  million  at March  31,  2005,  a
decrease of $1 million since December 31, 2004.

      Operating  activities  provided cash of $1 million.  Investing  activities
also provided cash of $5 million as loans, investments and interest bearing time
deposits due from other banks  declined.  This was used to fund the reduction in
deposits and other borrowings.

<PAGE>

ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ASSET AND LIABILITY MANAGEMENT

      Interest rate risk is defined as the sensitivity of the Company's  current
and  future  earnings  as well as its  capital to changes in the level of market
interest rates. The Company's exposure to interest rate risk results from, among
other  things,  the  difference in  maturities  on interest  earning  assets and
interest  bearing  liabilities.  The  relationship  between  the  interest  rate
sensitivity of the Company's assets and liabilities is continually  monitored by
the Company's Asset/Liability  Management Committee (the "ALCO"). The purpose of
the ALCO is to review and monitor the  volume,  mix and pricing of the  interest
earning assets and interest  bearing  liabilities  consistent with the Company's
overall liquidity, capital, growth, profitability and interest rate risk goals.

      Loans make up the  largest  portion  of the  Company's  assets.  In making
commercial  loans,  the emphasis is placed on either floating rate loans tied to
the Prime Lending rate or fixed rate loans with prepayment  penalties  depending
upon the Company's  overall rate  sensitivity  position.  Fixed rate  commercial
loans are  generally  written  so that the rates can be  adjusted  within 3 to 7
years with payouts up to 25 years.  Mortgage  loans are currently  written to be
adjusted  annually  after the first 3, 5 or 10-year  term with  payouts up to 30
years.  Home equity lines of credit are tied to the Prime  Lending rate although
special  promotions  may offer a fixed rate for periods of not greater  than one
year. Fixed rate home equity loans are offered with a maturity of 5 or 10 years,
amortizing over a 15-year period. These loans also contain interest rate floors.
Installment loans are written at fixed rates amortizing over 1 to 5 years.

      The Company also takes into consideration any off-balance sheet items when
evaluating and managing its liquidity. At March 31, 2005 off-balance sheet items
consisted of unfunded loan commitments,  lease commitments and financial standby
letters of credit.

      Generally,  when  evaluating  the  Company's  liquidity,  all unused  loan
commitments  and  letters of credit are  included in the  analysis as  estimated
draw-downs  of  25% of  the  total  commitment.  Although  economic  conditions,
interest  rates and numerous  other factors can affect the amount of loans to be
drawn-down,  management  feels  through  experience,  that this is a  reasonable
estimate to use when evaluating liquidity needs.

      The Company  utilizes  its  securities  to manage its  liquidity  and rate
sensitivity.  U. S.  Treasury,  fixed rate agency and corporate  securities  are
purchased  for terms of less than 5 years.  Tax-free  municipal  securities  are
purchased for a period of less than 7 years.  Adjustable rate securities require
an  estimated  average  life at time of purchase  of 10 years or less.  Callable
securities  can be purchased  for terms of 5 years or less with a call period of
three months to 2 years.  Fixed rate  mortgage-backed  securities  are purchased
with  estimated  average lives at the time of purchase of not more than 5 years.
These  securities  are reviewed for changes in yield and average life  resulting
from  changes in  interest  rates.  The  Company  also  invests in FDIC  insured
certificates of deposit (CDs) of other financial institutions with a maturity of
three months to three years for amounts up to $100,000.

      Short-term  liquidity  is also  managed  through  the  investment  in high
quality short-term money market securities,  U.S.  Government  securities and/or
U.S. Treasury securities made available through money market funds, which can be
liquidated at any time. In general,  the day-to-day liquidity is managed through
the sale or  purchase of Federal  Funds from  approved  correspondent  banks and
through the  borrowing of  overnight  lines of credit from the Federal Home Loan
Bank.

      A significant  portion of the  Company's  assets have been funded with CDs
including CDs over $100,000. Unlike other deposit products, such as checking and
savings  accounts,  CDs carry a high degree of  interest  rate  sensitivity  and
competitiveness  of the Company's  interest rates.  The Company has attempted to
price its CDs competitively.  Interest

<PAGE>

rates on savings accounts, NOW and money market accounts are variable and can be
changed at the  discretion  of the Company.  These  accounts are not tied to any
particular index with the exception of certain  municipal,  NOW and money market
accounts.

      As a member of the Federal Home Loan Bank, the Bank can borrow advances at
a fixed or floating  rate and on a  non-amortizing  or amortizing  basis.  These
advances can be for terms ranging from overnight to up to 30 years. The advances
can be matched against  various  earning assets.  At March 31, 2005 and December
31,  2004,  the Company  had  outstanding  advances  of $22.1  million and $24.7
million, respectively.

      The  nature of the  Company's  current  operations  is such that it is not
subject to foreign  currency  exchange or  commodity  price risk.  Additionally,
neither the Company nor the Bank owns any trading assets.  At March 31, 2005 and
December 31, 2004, the Bank did not have any hedging transactions in place.

      The following table depicts the Company's rate sensitivity as of March 31,
2005.

INTEREST RATE SENSITIVITY AT
March 31, 2005

<TABLE>
<CAPTION>
                                                                   MATURITY OR REPRICING IN (1)
                                                DUE IN      BETWEEN         AFTER          NON-
                                               90 DAYS    91 DAYS -           ONE      INTEREST
($ in thousands)                               OR LESS     ONE YEAR          YEAR       BEARING        TOTAL
------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>           <C>           <C>          <C>
ASSETS:
Securities                                   $  16,820    $  34,204     $  71,907     $      --    $ 122,931
Federal Funds Sold                               4,467           --            --            --        4,467
Other Short Term Investments                       228           --            --            --          228
Interest Bearing Time Deposits                   2,591        3,189         5,761            --       11,541
Loans                                           97,365        9,576       190,349         1,118      298,408
Allowance For Loan Losses                           --           --            --        (3,073)      (3,073)
Non-interest Earning Assets                         --           --            --        42,243       42,243
------------------------------------------------------------------------------------------------------------
Total Assets                                 $ 121,471    $  46,969     $ 268,017     $  40,288    $ 476,745
------------------------------------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Interest Bearing Liabilities:
Money Market                                 $  16,129    $  30,058     $  27,126     $      --    $  73,313
NOW                                              4,120       27,195        51,094            --       82,409
Savings Deposits                                 2,543        8,054        31,790            --       42,387
Time Deposits over $100,000                     12,022       12,427         8,548            --       32,997
Other Time Deposits                             27,327       45,038        48,237            --      120,602
Other Borrowings                                 6,000        4,000        12,123            --       22,123
Obligation Under Capital Lease                       4           11           366            --          381
Subordinated Debentures                          6,702           --            --            --        6,702
------------------------------------------------------------------------------------------------------------
Total Interest Bearing Liabilities              74,847      126,783       179,284            --      380,914
------------------------------------------------------------------------------------------------------------
Non-interest Bearing Demand Deposits             6,339       11,411        45,644            --       63,394
Other Liabilities                                   --           --            --         1,967        1,967
Stockholder's Equity                                --           --            --        30,470       30,470
------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Equity   $  81,186    $ 138,194     $ 224,928     $  32,437    $ 476,745
------------------------------------------------------------------------------------------------------------
Interest Rate Sensitivity Gap                $  40,285    $ (91,225)    $  43,089     $   7,851
------------------------------------------------------------------------------------------------------------
Cumulative Gap                               $  40,285    $ (50,940)    $  (7,851)
------------------------------------------------------------------------------------------------------------
Cumulative Gap to Total Assets                    8.45%      (10.68)%       (1.65)%
------------------------------------------------------------------------------------------------------------
</TABLE>

(1)   The  following  are the  assumptions  that  were used to  prepare  the Gap
      analysis:

      (A)   A prime rate of 5.75% and a Federal Funds rate of 2.75%.

      (B)   Callable  agency  securities  are  spread  at  their  call  dates or
            maturity date  depending  upon the  relationship  of the rate of the
            securities  to the  treasury  yield  curve as  dictated by the rates
            listed in (A).

      (C)   Prepayments on  mortgage-backed  securities as well as various types
            of loans are based on estimates in  relationship to the rates listed
            in (A).

      (D)   Loans are spread based on the earlier of their actual  maturity date
            or the date of their first potential rate adjustment.

      (E)   The  maturity or decay rate of non  maturity  deposits,  i.e.  money
            market,  NOW,  savings and  non-interest  bearing demand deposits is
            estimated.

      (F)   Time deposits are spread based on their actual maturity dates.

<PAGE>

      While gap  analysis is a general  indicator of the  potential  effect that
changing interest rates may have on net interest income, the gap itself does not
present a complete picture of interest rate sensitivity.  First,  changes in the
general  level of  interest  rates do not  affect all  categories  of assets and
liabilities  equally  or  simultaneously.  Second,  assumptions  must be made to
construct a gap analysis.  Management can influence the actual  repricing of the
deposits  independent  of the gap  assumption.  Third,  certain  securities  are
callable and, therefore,  repriceable prior to their maturity dates depending on
the level of  interest  rates.  The cash  flows of certain  loans and  mortgage-
backed  securities  and the  repricing  of those  cash  flows  will  vary  under
different interest rates. Fourth, the gap analysis represents a one-day position
and cannot  incorporate  a changing mix of assets and  liabilities  over time as
interest  rates  change.  Volatility  in  interest  rates  can  also  result  in
disintermediation,  which is the flow of funds away from financial  institutions
into direct investments,  such as U.S.  Government and corporate  securities and
other investment vehicles, including mutual funds, which, because of the absence
of federal  insurance  premiums and reserve  requirements,  generally pay higher
rates of return than financial institutions.

      As  indicated  in the  previous  table,  the Bank has had a  positive  gap
position in the period of 1 to 90 days. During periods of continual increases in
short-term  rates the Company  will  generally  experience  expansion of its net
interest  margin.  This was not the  result  during  the first  quarter of 2004.
Please see "Net Interest Income" for additional information.

      In 2003,  the Federal  Funds Rate and the Prime Lending Rate remained flat
for 5 months and were then  reduced 25 basis  points in June to 1.00% and 4.00%,
respectively.  These  rates had not been this low since 1958.  They  remained at
this level  until  June 30,  2004 when they were  increased  to 1.25% and 4.25%,
respectively. Since that time, both the Federal Funds Rate and the Prime Lending
Rate have increased to 2.75% and 5.75%, respectively.

      Past  performance  is no  indication of future  results.  The net interest
margin can be affected  by more than the change in the level of interest  rates.
Such items as the changes in the mix of assets and  liabilities  and a change in
the competitive factors governing the pricing of assets and liabilities can also
greatly impact the net interest margin.

      An additional  analysis of the Bank's  interest rate risk is a forecast of
changes in the Bank's Market Value of Portfolio Equity (MVPE) under  alternative
interest rate environments.  The MVPE is defined as the net present value of the
Bank's  existing  assets,  liabilities and off-balance  sheet  instruments.  The
calculated  estimated  change  in MVPE  for the  Bank at  March  31,  2005 is as
follows:

 (in thousands)               +200 BASIS POINTS          -200 BASIS POINTS
----------------------------------------------------------------------------

Change from MVPE                     $1,546                   $(2,097)
Percentage of Equity                   5.27%                    (7.14)%

----------------------------------------------------------------------------

The policy of the Company requires that a parallel shock of +/-200 basis points
may not change the MVPE by more than 20% of total equity. For March 31, 2005,
this amount would be $6.1 million.

<PAGE>

ITEM 4 - CONTROLS AND PROCEDURES

      The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer
(collectively,  the "Certifying  Officers") are responsible for establishing and
maintaining  disclosure  controls and procedures for the Company.  Such officers
have concluded  (based upon their evaluation of these controls and procedures as
of a date  within  90 days of the  filing  of this  report)  that the  Company's
disclosure  controls and  procedures  are  effective to ensure that  information
required  to be  disclosed  by the  Company in this  report is  accumulated  and
communicated  to the Company's  management,  including  its principal  executive
officers  as  appropriate,   to  allow  timely  decisions   regarding   required
disclosure.

      The Certifying Officers also have indicated that there were no significant
changes  in  the  Company's  internal  controls  or  other  factors  that  could
significantly  affect such controls  subsequent to the date of their evaluation,
and there were no corrective actions with regard to significant deficiencies and
material weaknesses.

<PAGE>

                            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-     Unregistered Shares of Equity Securities and Use of Proceeds
            ------------------------------------------------------------
            None.

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

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

ITEM 5-     Other Information
            -----------------
            The common  stock of the  Company  is traded on the Nasdaq  National
            Market Small-Cap,  under the trading symbol SVBF. On March 31, 2005,
            the closing bid of the Company's common stock was $20.61 per share.

            The Company has a web site located at www.somersetvalleybank.com.

ITEM 6-     Exhibits
            --------
       (a)  Exhibits
            --------
               3.1    Amended and Restated Certificate of Incorporation
               3.2    Certificate of Correction Filed with New Jersey Department
                      of Treasury
              31      Certifications
              32      906 Certification

<PAGE>

                                   SIGNATURES

I, Robert P.  Corcoran,  hereby  certify  that the  periodic  report being filed
herewith containing financial statements fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or
78o(d)) and that information  contained in said periodic report fairly presents,
in all material respects,  the financial  condition and results of operations of
SVB Financial Services, Inc. for the period covered by said periodic report.

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

                                          /s/ Robert P. Corcoran
                                          --------------------------------
                                          Robert P. Corcoran
                                          Chief Executive Officer

I, Keith B.  McCarthy,  hereby  certify  that the  periodic  report  being filed
herewith containing financial statements fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934 (16 U.S. C. 78m or
78o(d)) and that information  contained in said periodic report fairly presents,
in all material respects,  the financial  condition and results of operations of
SVB Financial Services, Inc. for the period covered by said periodic report.

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

                                           /s/ Keith B. McCarthy
                                           -------------------------------
                                           Keith B. McCarthy
                                           Chief Financial Officer
                                           Chief Accounting Officer

Dated: May 12, 2005