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, 1997

                                       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: 333-12305 


                          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 March 31,  1997 there were  1,369,610  shares of common  stock,  $4.17 par
value outstanding
<PAGE>
                          SVB FINANCIAL SERVICES, INC.

                                    FORM 10-Q

                                      INDEX


PART I       -       FINANCIAL INFORMATION

ITEM 1       -       Financial Statements and Notes to Consolidated Financial
                     Statements

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


PART II      -       OTHER INFORMATION

ITEM 6       -       Exhibits and Reports on Form 8-K


SIGNATURES
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CONDITION                                           March 31,       December 31,
March 31, 1997 and December 31, 1996                                1997               1996
                                                              --------------     ------------- 
<S>                                                           <C>                <C>
ASSETS
Cash & Due from Banks ...................................     $   4,358,390      $   4,914,698
Federal Funds Sold ......................................         3,500,000          5,450,000
Other Short Term Investments ............................         1,301,762          1,763,478
                                                              -------------      -------------
Total Cash and Cash Equivalents .........................         9,160,152         12,128,176
                                                              -------------      -------------

Securities
   Available for Sale, at Market Value ..................        11,355,004          8,726,878
   Held to Maturity, Market Value 16,822,822 in
    1997 and 15,133,701 in 1996..........................        15,184,352         13,989,481
                                                              -------------      -------------
Total Securities ........................................        26,539,356         22,716,359
                                                              -------------      -------------

Loans ...................................................        92,189,422         87,855,063
   Allowance for Possible Loan Losses ...................          (825,966)          (783,366)
   Unearned Income ......................................           (85,706)           (79,414)
                                                              -------------      -------------
Net Loans ...............................................        91,277,750         86,992,283
                                                              -------------      -------------

Premises & Equipment, Net ...............................         1,082,261          1,066,109
Other Real Estate .......................................           304,700            304,700
Organization Costs, Net .................................            61,973                  0
Other Assets ............................................         1,897,937          1,787,840
                                                              -------------      -------------
Total Assets ............................................     $ 130,324,129      $ 124,995,467
                                                              =============      =============

LIABILITIES & SHAREHOLDERS' EQUITY
LIABILITIES
Deposits
Demand
   Non-interest Bearing .................................     $  18,335,546      $  21,420,923
   NOW Accounts .........................................         7,250,341          6,439,160
Savings .................................................         7,882,540          7,675,671
Money Market Accounts ...................................        17,026,617         15,710,515
Time
   Greater than $100,000 ................................         8,579,873          6,211,335
   Less than $100,000 ...................................        58,642,710         55,063,786
                                                              -------------      -------------
Total Deposits ..........................................       117,717,627        112,521,390
                                                              -------------      -------------

Accrued Expenses & Other Liabilities ....................           495,085            564,418
                                                              -------------      -------------
Total Liabilities .......................................       118,212,712        113,085,808
                                                              -------------      -------------
<PAGE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CONDITION (continued)                              March 31,       December 31,
March 31, 1997 and December 31, 1996                               1997               1996
                                                              --------------     ------------- 
<S>                                                           <C>                <C>
SHAREHOLDERS' EQUITY
Common Stock $4.17 Par Value: 10,000,000 ................         5,711,274          5,698,401
Shares Authorized; 1,369,610 Shares in 1997 and
   1,173,432 Shares in 1996 Issued and Outstanding
Additional Paid-in Capital ..............................         5,458,898          5,447,009
Retained Earnings .......................................           987,628            756,135
Unrealized (Loss)/ Gain on Securities Available for Sale,
   Net of Income Taxes ..................................           (46,383)             8,114
                                                              -------------      -------------
Total Shareholders' Equity ..............................        12,111,417         11,909,659
                                                              -------------      -------------
Total Liabilities and Shareholders' Equity ..............     $ 130,324,129      $ 124,995,467
                                                              =============      =============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME
For the Period Ended March 31,                                      1997           1996
                                                                 ----------     ---------- 
<S>                                                              <C>            <C>
INTEREST INCOME
Interest on Loans ..........................................     $2,004,289     $1,406,604
Interest on Securities Available for Sale ..................        145,654         80,888
Interest on Securities Held to Maturity ....................        223,112        220,345
Interest on Federal Funds............... ...................         73,169         52,816
Interest on Other Short Term Investments ...................         20,531         11,658
                                                                 ----------     ----------
Total Interest Income ......................................      2,466,755      1,772,311
                                                                 ----------     ----------

INTEREST EXPENSE
Interest on Deposits .......................................      1,106,398        814,298
                                                                 ----------     ----------
Total Interest Expense .....................................      1,106,398        814,298
                                                                 ----------     ----------

Net Interest Income ........................................      1,360,357        958,013
PROVISION FOR POSSIBLE LOAN LOSSES .........................         75,000         60,000
                                                                 ----------     ----------
Net Interest Income after Provision For Possible Loan Losses      1,285,357        898,013
                                                                 ----------     ----------

OTHER INCOME
Service Charges on Deposit Accounts ........................         52,550         36,168
Gain on the Sale of Loans ..................................         26,755          4,103
Other Income ...............................................         30,973         19,784
                                                                 ----------     ----------
Total Other Income .........................................        110,278         60,055
                                                                 ----------     ----------

OTHER EXPENSE
Salaries and Employee Benefits .............................        520,716        422,529
Occupancy Expense ..........................................        112,407         88,369
Equipment Expense ..........................................         75,994         57,834
Other Expenses .............................................        298,998        257,985
                                                                 ----------     ----------
Total Other Expense ........................................      1,008,115        826,717
                                                                 ----------     ----------

Net Income Before Provision for Income Taxes ...............        387,520        131,351
Provision for Income Taxes .................................        156,027         53,290
                                                                 ----------     ----------
NET INCOME .................................................     $  231,493     $   78,061
                                                                 ==========     ==========
NET INCOME PER SHARE .......................................     $     0.17     $     0.07
                                                                 ==========     ==========
WEIGHTED AVERAGE SHARES OUTSTANDING ........................      1,369,134      1,173,432
                                                                 ==========     ==========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CASH FLOWS
For March 31, 1997 and March 31, 1996                                  1997                1996
                                                                   ------------      ------------
<S>                                                                <C>               <C>
OPERATING ACTIVITIES
Net Income ...................................................     $    231,493      $     78,061
Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities:
Provision for Possible Loan Losses ...........................           75,000            60,000
Depreciation and Amortization ................................           66,941            56,011
Amortization (Accretion) of Securities Premium/Discount ......              449           (16,643)
(Increase) in Other Assets ...................................         (151,555)         (311,976)
(Decrease) in Accrued Expenses and Other Liabilities .........          (65,153)           (9,989)
Increase (Decrease) in Unearned Income .......................            6,292            (3,455)
                                                                   ------------      ------------
Net Cash Provided By Operating Activities ....................          163,467          (147,991)
                                                                   ------------      ------------

INVESTING ACTIVITIES
Proceeds from Maturities of Securities
   Available for Sale ........................................          285,729           898,308
   Held to Maturity ..........................................        2,285,850         2,234,653
Purchases of Securities
   Available for Sale ........................................       (2,995,391)       (1,732,836)
   Held to Maturity ..........................................       (3,482,206)       (4,472,078)
Increase in Loans ............................................       (4,366,759)       (3,219,791)
Capital Expenditures .........................................          (79,713)         (138,377)
                                                                   ------------      ------------
Net Cash Used for Investing Activities .......................       (8,352,490)       (6,430,121)
                                                                   ------------      ------------

FINANCING ACTIVITIES
Net Increase (Decrease) in Demand Deposits ...................       (2,274,196)         (159,954)
Net Increase (Decrease) in Savings Deposits ..................          206,869           534,074
Net Increase in Money Market Deposits ........................        1,316,102           182,768
Net Increase in Time Deposits ................................        5,947,462         6,169,769
Increase in Common Stock......................................           24,762                 0
                                                                   ------------      ------------
Net Cash Provided by Financing Activities ....................        5,220,999         6,727,657
                                                                   ------------      ------------

(Decrease)/Increase in Cash and Cash Equivalents, Net ........       (2,968,024)          149,545
Cash and Cash Equivalents, Beginning of Year .................       12,128,176         7,984,940
                                                                   ------------      ------------
Cash and Cash Equivalents, End of Period .....................     $  9,160,152      $  8,134,485
                                                                   ============      ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
Cash Paid During the Year for Interest .......................     $  1,090,072      $    817,203
                                                                   ============      ============
Cash Paid During the Year for Federal Income Taxes ...........     $    120,000      $          0
                                                                   ============      ============
</TABLE>
<PAGE>
                          SVB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                           MARCH 31, 1997 (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.

         The  consolidated   financial  statements  included  herein  have  been
prepared  without 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, 1997 are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1997.

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

2.       Loans

         At March 31, 1997 and December 31, 1996 the  composition of outstanding
loans is summarized as follows:
<TABLE>
<CAPTION>

                                                 March 31, 1997  December 31, 1996
<S>                                                <C>               <C>
Secured by Real Estate:
   Residential Mortgage ....................       $31,645,923       $28,023,269
   Commercial Mortgage .....................        23,473,258        23,690,659
   Construction ............................         3,857,593         2,289,233
Commercial and Industrial ..................        16,213,957        17,135,417
Loans to Individuals .......................         3,745,057         3,456,425
Loans to Individuals for Automobiles .......        13,132,036        13,260,060
Other Loans.................................           121,598              --
                                                   -----------       -----------
                                                   $92,189,422       $87,855,063
                                                   ===========       ===========
</TABLE>


         There were no loans restructured during 1997 or 1996. Loans past due 90
days or more and still accruing totaled $75,474 at March 31, 1997 and $20,600 at
December 31, 1996.  Loans in a non-accrual  status totaled  $42,456 at March 31,
1997 and $24,384 at December 31, 1996.
<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>
                                              Three Months Ended      Year Ended
                                                    March 31,         December 31,
                                                      1997                1996
                                                   ---------          ---------
<S>                                                <C>                <C>

Balance January 1, .......................         $ 783,366          $ 527,019
Provision charged to Operations ..........            75,000            309,500
Charge Offs ..............................           (33,646)           (57,593)
Recoveries ...............................             1,246              4,440
                                                   ---------          ---------
Balance End of Period ....................         $ 825,966          $ 783,366
                                                   =========          =========
</TABLE>

4.       New Accounting Pronouncement

         The FASB has issued  Statement of Financial  Accounting  Standards  No.
128,  Earnings Per Share,  which is effective  for financial  statements  issued
after  December 15, 1997.  Early  adoption of the new standard is not permitted.
The new standard  eliminates  primary and fully  diluted  earnings per share and
requires  presentation  of basic and diluted  earnings per share  together  with
disclosure of how the per share amounts were computed.  The adoption of this new
standard is not expected to have a material impact on the disclosure of earnings
per share in the financial statements.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
              AND RESULTS OF OPERATIONS

         Net income for the first three months of 1997 was $231,493, an increase
of $153,432 or 197% as compared to the same period in 1996.  Earnings  per share
was  $.17 in 1997 as  compared  to $.07 in 1996.  An  increase  in net  interest
income, more fully described below, of $402,344 was the chief contributor to the
increase in earnings. It is important to note that the first quarter of 1996 was
impacted  by an  increase in  operating  expenses  related to the opening of the
Company's Hillsborough office.

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

Net Interest Income

         Net  interest  income  for the  first  quarter  of 1997 was  $1,360,357
compared to $958,013 in 1996, an increase of $402,344 or 42%.

         Almost all of the increase can be  attributed to an increase in average
earnings  assets.  Average  earning  assets  for the first  quarter of 1997 were
$121.1  million,  an increase  of $35  million or 41% from the first  quarter of
1996.  Loans  accounted for almost 80% of this increase as loans  averaged $89.4
million during the quarter. The increase in loan balances caused interest income
to  increase  $635,723  while a decline in the yield on loans  reduced  interest
income $22,580. The decline in the yield on loans was due to a change in the mix
of the loan portfolio,  in particular,  consumer automobile loans purchased from
auto dealerships at rates lower than the Company's overall return.

         Overall,  interest income increased $694,444. Almost all of this amount
was due to the  increase in average  balances.  The yield on earning  assets was
8.26% for both years.

         The overall cost of interest-bearing liabilities declined from 4.74% to
4.62% as a result of lower rates being paid on maturing certificates of deposit.
This decline combined with an increase in non-interest  sources of funds (mostly
capital and demand  deposits)  caused the cost of funding earning assets to drop
from 3.80% to 3.70%.  This had the affect of increasing the net interest  margin
to 4.56% in 1997 as compared to 4.47% in 1996.

Provision for Loan Possible Losses

         The provision for possible loan losses was $75,000 in the first quarter
of 1997 as compared to $60,000 in the first quarter of 1996.  Although there has
been an  increase in past due and  non-accrual  loans (see Asset  Quality),  the
increase in the provision is mostly related to the growth in  outstanding  loans
rather than to an overall decline in credit quality.  Total loans have increased
$4.3  million or 5.0% since  December  31,  1996 and $29.1  million or 46% since
March 31, 1996.

Other Income

         During the first quarter of 1997, other income increased $50,223 or 84%
over the same period in 1996.  Gains on the sale of loans  accounted for $22,652
of the  increase.  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.
<PAGE>
         Service charges on deposit accounts  increased  $16,382 or 45% 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.

         Other  income  increased  $11,189 as a result of  increased  Letters of
Credit fees and servicing fees for SBA loans.

Other Expense

         Other  expenses  for the three  months  ended March 31, 1997  increased
$181,398  or 22% from the same  period in 1996.  It is  important  to note that,
during the past twelve  months,  the assets of the Company grew $34.8 million or
36%.  In 1996,  the  Company  opened  its first  branch  office in  Hillsborough
Township  during  the first  quarter  and moved its  back-office  operations  to
additional space it was leasing in Hillsborough  during the second quarter.  The
full  impact  of these two  items  was not felt in the  first  quarter  of 1996.
Because of the 36%  growth in assets,  the  Company  has had to hire  additional
personnel to better service its customer  base.  These  additions  combined with
normal  salary  increases  and the  additions to the  Hillsborough  staff caused
salary and  benefits  expense  to  increase  $98,187 or 23% from last year.  The
Company  has also  made an  investment  in a new  computer  network  in order to
improve  efficiency and remain current with technology.  These purchases as well
as other purchases of equipment for new employees  increased  equipment  expense
$18,160 or 31% from last year.  Other expenses  increased from last year $41,013
or 16%.  Much of this  increase  was related to the growth of the Company  which
affected many areas, but especially examination and data processing costs. Costs
of  approximately  $11,000 were  incurred to maintain the  Company's  other real
estate owned.  There was a decline in marketing and business  development  costs
because  last  year's  expenses   included  the  grand  opening  costs  for  the
Hillsborough office. Directors' fees expense increased by $13,400.


Financial Condition
March 31, 1997 compared to December 31, 1996

         Total assets increased $5.3 million or 4% from December 31, 1996. Loans
accounted  for most of the increase.  Total loans grew $4.3 million.  The growth
occurred in loans secured by residential mortgages and construction loans. Loans
to individuals for automobiles,  which had experienced  significant  growth over
the past two years,  declined by $128,000.  The current interest rates earned on
these  loans in  relation  to  competition  has caused the  Company to not be as
aggressive in generating new automobile loans.

         Deposits  increased $5.2 million or 4.6% during the first quarter.  All
deposit  categories  increased  with the  exception  of  demand  deposits  which
declined by $3.1 million.  Demand deposit balances can fluctuate from day-to-day
as commercial checking accounts experience cash flow changes.

         Investment  securities  increased $3.8 million funded by a reduction in
cash and short term investments.

Asset Quality

         Loans past due 90 days or more and still accruing totaled $75,474 as of
March 31, 1997 and $20,600 at December 31, 1996 and represented .08% and .02% of
total loans as of March 31, 1997 and December 31, 1996, respectively.
<PAGE>
         Loans in a  non-accrual  status  totaled  $42,456 at March 31, 1997 and
$24,384 at December 31, 1996 and represented  .05% and .03% of total loans as of
March 31, 1997 and December 31, 1996, respectively.

         The Company  had other real estate  owned of $304,700 at March 31, 1997
and December 31, 1996.

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 March 31,  1997,  the  allowance  for loans  losses was $825,966 and
represented .90% of total loans and 700% of non-performing  loans compared to an
allowance  for loan  losses at  December  31,  1996 of $783,366 or .89% of total
loans and 1,741% of non-performing loans at December 31, 1996.

         Charge-offs for the first three months of 1997 totaled $33,646 compared
to $51,043 for the year ended December 31, 1996.

Capital Resources

         Total  Shareholders'  Equity was $12,111,417 at March 31, 1997 compared
to $11,909,659 at December 31, 1996.

         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.
<TABLE>
<CAPTION>
                                                   March 31,        December 31,
                                                     1997               1996
                                                     ----               ----

<S>                                                 <C>                 <C>
Tier I Capital to Risk Weighted Assets              12.60%              12.56%
Total Capital to Risk Weighted Assets               13.47%              13.40%
Leverage Ratio                                       9.28%               9.58%
</TABLE>

Liquidity

         Cash and cash  equivalents  totaled  $9,160,152  at  March  31,  1997 a
decrease of $2,968,024.

         The  decrease  in Cash  and Cash  Equivalents  was  attributable  to an
increase in cash used for investing activities of $8,352,490.  More than half of
the investing activity was in the form of loans ($4,366,759),  the remainder was
divided between  securities  available for sale ($2,995,391) and securities held
to maturity ($3,482,206).

         The increase in investing  activities was also funded by an increase in
financing activities of $5,220,999,  as a result of an increase in time deposits
($5,947,462).
<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   -        Changes in Securities

                  None.

Item 3   -        Defaults upon Senior Securities

                  None.

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

                  Proxies  were mailed to  shareholders  of the Company on March
                  27, 1997 for the Annual Meeting of Shareholders  held on April
                  24, 1997.  Issues to be decided upon  included the election of
                  Directors,  approval  of the  1997  Restated  Incentive  Stock
                  Option Plan and  approval of the 1997  Directors  Stock Option
                  Plan.

                  Following are the results of the voting:

                  1.       ELECTION OF DIRECTORS. 
                           The following  candidates  have been  nominated for a
                           term to continue to the 1998 Annual Meeting:  Bernard
                           Bernstein,  Robert P. Corcoran, Mark S. Gold, Raymond
                           L. Hughes, and S. Tucker S. Johnson.

                           The following  candidates  have been  nominated for a
                           term to continue to the 1999 Annual  Meeting:  Willem
                           Kooyker,   Frank  Orlando,   Gilbert  E.   Pittenger,
                           Frederick D. Quick, and Donald Sciaretta.

                           The following  candidates  have been  nominated for a
                           term to continue to the 2000 Annual Meeting:  John K,
                           Kitchen,  Anthony J. Santye,  Jr., G. Robert  Santye,
                           Herman C. Simonse, and Donald R. Tourville.

                                    Total Votes in Favor                933,105
                                    Total Votes Against                       0

                  2.       APPROVAL OF THE 1997 RESTATED INCENTIVE STOCK OPTION 
                           PLAN.

                                    Votes in Favor                      875,303
                                    Votes Against                           576
                                    Votes Abstained                       1,300
                                    Non-Votes                            55,926
<PAGE>
                  3.       APPROVAL OF THE 1997 DIRECTORS STOCK OPTION PLAN.

                                    Votes in Favor                      852,643
                                    Votes Against                        21,036
                                    Votes Abstained                       3,500
                                    Non-Votes                            55,926

Item 5   -        Other Information

                  None.

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.

         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.

         (27)     Financial Data Schedule

          (b)     Reports on Form 8-K

                  None
<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:   May 15, 1997                         By:   /s/Keith B. McCarthy
                                                    --------------------
                                                    Keith B. McCarthy
                                                    Executive Vice President and
                                                    Treasurer