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 September 30, 1998

                                       or

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

For the transition period from            to


                        Commission File Number: 000-22407


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

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

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

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


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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                           [ X ] Yes       [  ] No


As of November 13, 1998, there were 2,768,024 shares of common stock,  $2.09 par
value  outstanding.  These  numbers  have been  restated to show a 2 for 1 stock
split effective April 16, 1998.
<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

ITEM 3            -        Market Risk

PART II           -        OTHER INFORMATION

ITEM 1            -        Legal Proceedings

ITEM 5            -        Other Information




SIGNATURES


<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.

STATEMENTS OF CONDITION                                September 30,       December 31,
September 30, 1998 and December 31, 1997                   1998               1997
                                                       -------------     -------------- 
                                                        (Unaudited)
<S>                                                    <C>                <C>          
ASSETS

Cash & Due from Banks                                  $  10,678,170      $   5,794,622
Federal Funds Sold                                        15,550,000               --
Interest Bearing Time Deposits                             2,194,010               --
Other Short Term Investments                                 643,363            188,304
                                                       -------------      -------------
Total Cash and Cash Equivalents                           29,065,543          5,982,926
                                                       -------------      -------------

Securities

   Available for Sale                                     11,975,485         11,266,269
   Held to Maturity                                       11,733,635         22,101,977
                                                       -------------      -------------
Total Securities                                          23,709,120         33,368,246
                                                       -------------      -------------

Loans                                                    116,929,457        106,470,674
   Allowance for Possible Loan Losses                     (1,145,823)          (982,198)
   Unearned Income                                          (101,604)           (99,433)
                                                       -------------      -------------
Net Loans                                                115,682,030        105,389,043
                                                       -------------      -------------

Premises & Equipment, Net                                  1,767,663          1,733,516
Other Assets                                               2,168,792          2,075,757
                                                       -------------      -------------
Total Assets                                           $ 172,393,148      $ 148,549,488
                                                       =============      =============

LIABILITIES & SHAREHOLDERS' EQUITY

LIABILITIES

Deposits
Demand

   Non-interest Bearing                                $  23,763,367      $  21,965,676
   NOW Accounts                                           19,592,830         13,014,148
Savings                                                   12,419,112          9,042,660
Money Market Accounts                                     17,921,323         16,227,255
Time
   Greater than $100,000                                  13,213,032         12,879,808
   Less than $100,000                                     70,269,937         60,800,469
                                                       -------------      -------------
Total Deposits                                           157,179,601        133,930,016
                                                       -------------      -------------

Federal Funds Purchased                                         --              500,000
Obligations Under Capital Lease                              439,617            443,697
Accrued Expenses & Other Liabilities                         719,829            580,245
                                                       -------------      -------------
Total Liabilities                                        158,339,047        135,453,958
                                                       -------------      -------------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.

STATEMENTS OF CONDITION  (continued)                   September 30,       December 31,
September 30, 1998 and December 31, 1997                   1998               1997
                                                       -------------     -------------- 
                                                        (Unaudited)
<S>                                                    <C>                <C>          
SHAREHOLDERS' EQUITY

Common Stock $2.09 Par Value: 10,000,000                   5,785,170          5,739,265
   Shares Authorized; 2,768,024 Shares in 1998 and
   2,739,220 Shares in 1997 Issued and Outstanding
Additional Paid-in Capital                                 5,504,982          5,459,397
Retained Earnings                                          2,709,762          1,859,173
Unrealized Gain on Securities Available for Sale,

   Net of Income Taxes                                        54,187             37,695
                                                       -------------      -------------
Total Shareholders' Equity                                14,054,101         13,095,530
                                                       -------------      -------------
Total Liabilities and Shareholders' Equity             $ 172,393,148      $ 148,549,488
                                                       =============      =============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.

CONSOLIDATED STATEMENTS OF INCOME                               For the Three Months Ended    For the Nine Months Ended
For the Period Ended September 30, 1998 and 1997                    1998           1997           1998           1997
                                                                 ----------     ----------     ----------     ----------
                                                                                     (Unaudited)
<S>                                                              <C>            <C>            <C>            <C> 
INTEREST INCOME
Interest on Loans                                                $2,681,712     $2,205,896     $7,542,138     $6,344,591
Interest on Securities Available for Sale                           182,516        204,980        540,753        545,294
Interest on Securities Held to Maturity                             214,249        261,357        775,839        697,115
Interest on Other Short Term Investments                             19,659         16,630         36,777         45,281
Interest on Federal Funds Sold                                       84,898         87,147        248,349        230,946
                                                                 ----------     ----------     ----------     ----------
Total Interest Income                                             3,183,034      2,776,010      9,143,856      7,863,227
                                                                 ----------     ----------     ----------     ----------

INTEREST EXPENSE
Interest on Deposits                                              1,416,861      1,269,384      4,105,640      3,571,839
Interest on Federal Funds Purchased                                    --             --              183           --
Interest on Obligations Under Capital Lease                           9,352          4,181         28,143          4,181
                                                                 ----------     ----------     ----------     ----------
Total Interest Expense                                            1,426,213      1,273,565      4,133,966      3,576,020
                                                                 ----------     ----------     ----------     ----------

Net Interest Income                                               1,756,821      1,502,445      5,009,890      4,287,207
PROVISION FOR POSSIBLE LOAN LOSSES                                   90,000         65,000        225,000        215,000
                                                                 ----------     ----------     ----------     ----------
Net Interest Income after Provision For Possible Loan Losses      1,666,821      1,437,445      4,784,890      4,072,207
                                                                 ----------     ----------     ----------     ----------

OTHER INCOME
Service Charges on Deposit Accounts                                  76,622         60,907        211,183        167,801
Gain on the Sale of Loans                                           144,402         44,485        263,728         98,593
Gain on the Sale of Securities                                        3,828           --            3,828           --
Other Income                                                         35,242         22,175         91,905         80,186
                                                                 ----------     ----------     ----------     ----------
Total Other Income                                                  260,094        127,567        570,644        346,580
                                                                 ----------     ----------     ----------     ----------

OTHER EXPENSE
Salaries and Employee Benefits                                      678,517        557,172      2,030,793      1,591,605
Occupancy Expense                                                   161,748        121,082        470,416        343,085
Equipment Expense                                                    97,633         76,386        277,813        225,419
Other Expenses                                                      383,803        338,864      1,158,953        979,833
                                                                 ----------     ----------     ----------     ----------
Total Other Expense                                               1,321,701      1,093,504      3,937,975      3,139,942
                                                                 ----------     ----------     ----------     ----------

Net Income Before Provision for Income Taxes                        605,214        471,508      1,417,559      1,278,845
Provision for Income Taxes                                          238,526        190,156        566,970        515,174
                                                                 ----------     ----------     ----------     ----------
Net Income                                                       $  366,688     $  281,352     $  850,589     $  763,671
                                                                 ==========     ==========     ==========     ==========

EARNINGS PER COMMON SHARES - Basic*                              $     0.13     $     0.10     $     0.31     $     0.28
                                                                 ==========     ==========     ==========     ==========
EARNINGS PER COMMON SHARES - Diluted*                            $     0.13     $     0.10     $     0.30     $     0.28
                                                                 ==========     ==========     ==========     ==========
</TABLE>
* Shares  outstanding  have been adjusted for the 2 for 1 stock split  effective
April 16, 1998
<PAGE>
<TABLE>
<CAPTION>

SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME                                 For the Three Months Ended     For the Nine Months Ended
For the Period Ended September 30                       1998         1997               1998         1997
                                                       --------     --------           --------     --------   
                                                                            (Unaudited)
<S>                                                    <C>          <C>                <C>          <C>        
Net Income                                             $366,688     $281,352           $850,589     $763,671   
Other Comprehensive Income, Net of Tax                                                                         
                                                                                                               
   Unrealized Gains/(Losses) Arising in the Period       33,838       21,336             16,492       15,831   
                                                       --------     --------           --------     --------   
Comprehensive Income                                   $400,526     $302,688           $867,081     $779,502   
                                                       ========     ========           ========     ========   
                                                                                          
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CASH FLOW

For the Period Ended September 30,                                     1998               1997
                                                                   ------------      ------------
<S>                                                                <C>               <C>         
OPERATING ACTIVITIES

Net Income                                                         $    850,589      $    763,671
Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities:

Provision for Possible Loan Losses                                      225,000           215,000
Depreciation and Amortization                                           283,165           215,202
Amortization  (Accretion) of Securities Premium/Discount                  2,420           (14,871)
Gains on the Sale of Securities Available for Sale, Net                  (3,828)             --
Gains on the Sale of Loans                                             (263,728)          (98,593)
(Increase) in Other Assets                                             (103,176)         (553,237)
Increase (Decrease) in Accrued Expenses and Other Liabilities           131,088           (53,618)
Increase in Unearned Income                                               2,170             9,461
                                                                   ------------      ------------
Net Cash Provided By Operating Activities                             1,123,700           483,015
                                                                   ------------      ------------

INVESTING ACTIVITIES

Proceeds from Sale of Securities Available for Sale                   2,503,828                 0
Proceeds from Maturities of Securities
   Available for Sale                                                 5,324,274         2,149,985
   Held to Maturity                                                  12,887,589         8,424,262
Purchases of Securities

   Available for Sale                                                (8,282,200)       (7,236,392)
   Held to Maturity                                                  (2,747,969)      (12,235,956)
Proceeds from the Sale of Loans                                       6,941,000                 0
Increase in Loans                                                   (17,197,429)       (8,319,889)
Decreases in Other Real Estate                                                0           304,700
Capital Expenditures                                                   (307,171)         (785,358)
                                                                   ------------      ------------
Net Cash Used for Investing Activities                                 (878,078)      (17,698,648)
                                                                   ------------      ------------

FINANCING ACTIVITIES

Net Increase in Demand Deposits                                       8,376,373         4,906,401
Net Increase in Savings Deposits                                      3,376,452         1,517,713
Net Increase in Money Market Deposits                                 1,694,068         3,666,463
Net Increase in Time Deposits                                         9,802,692         8,532,956
(Decrease) Increase in Federal Funds Purchased                         (500,000)          445,000
(Decrease) in Obligation Under Capital Lease                             (4,080)                0
Proceeds from Issuance of Common Stock, Net                              91,490                 0
Increase in Common Stock from Non Acceptance of Exchange Offer                0            24,762
                                                                   ------------      ------------
Net Cash Provided by Financing Activities                            22,836,995        19,093,295
                                                                   ------------      ------------

Increase in Cash and Cash Equivalents, Net                           23,082,617         1,877,662
Cash and Cash Equivalents, Beginning of Year                          5,982,926        12,128,176
                                                                   ------------      ------------
Cash and Cash Equivalents, End of Period                           $ 29,065,543      $ 14,005,838
                                                                   ============      ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
STATEMENTS OF CASH FLOW

For the Period Ended September 30,                                     1998               1997
                                                                   ------------      ------------
<S>                                                                <C>               <C>         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

Cash Paid During the Year for Interest                             $  4,132,509      $  3,504,910
                                                                   ============      ============
Cash Paid During the Year for Federal Income Taxes                 $    490,000      $    577,562
                                                                   ============      ============

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

                         September 30, 1998 (UNAUDITED)

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

         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  nine  months  ended
September  30, 1998 are not  necessarily  indicative  of the results that may be
expected for the year ended December 31, 1998.

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

2.       Loans

         At  September  30,  1998  and  December  31,  1997 the  composition  of
outstanding loans is summarized as follows:
<TABLE>
<CAPTION>
                                                 September 30,      December 31,
                                                     1998               1997
                                                 ------------       ------------
<S>                                              <C>                <C>         
Secured by Real Estate:

   Residential Mortgage                          $ 29,309,713       $ 33,248,717
   Commercial Mortgage                             41,136,080         29,793,163
   Construction                                     5,035,259          4,851,720
Commercial and Industrial                          22,073,011         20,889,305
Loans to Individuals                                7,530,799          4,969,103
Loans to Individuals for Automobiles               11,319,407         12,177,339
Other Loans                                           525,188            541,327
                                                 ------------       ------------
                                                 $116,929,457       $106,470,674
                                                 ============       ============

</TABLE>
<PAGE>
         There were no loans restructured during 1998 or 1997. Loans past due 90
days or more and still accruing totaled $422,514 at September 30, 1998 and $0 at
December 31, 1997.  Loans in a non-accrual  status totaled $195,507 at September
30, 1998 and $62,632 at December 31, 1997. During 1998, mortgage loans totalling
$6,677,272 were sold resulting in a gain of $105,685.

  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>

                                                 Nine Months
                                                    Ended            Year Ended
                                                September 30,        December 31,
                                                    1998                 1997
                                                -----------         ----------- 
<S>                                             <C>                 <C>        
Balance January 1,                              $   982,198         $   783,366
Provision Charged to Operations                     225,000             280,000
Charge Offs                                         (69,524)            (86,399)
Recoveries                                            8,149               5,231
                                                -----------         -----------
Balance End of Period                           $ 1,145,823         $   982,198
                                                ===========         ===========
</TABLE>

4.       New Accounting Pronouncement

         On January 1, 1998,  the  Corporation  adopted  Statements of Financial
Accounting  Standards  (SFAS) No. 129,  "Disclosure  Information  about  Capital
Structure."  SFAS No.  129  summarizes  previously  issued  disclosure  guidance
contained  within  APB  Opinion  No. 10 and No.  15, as well as SFAS No. 47. The
Corporation's  current disclosures were not affected by the adoption of SFAS No.
129.

         On January 1, 1998, the  Corporation  adopted SFAS No. 130,  "Reporting
Comprehensive  Income." SFAS No. 130 establishes  standards to provide prominent
disclosure of comprehensive income items.  Comprehensive income is the change in
equity of a business  enterprise  during a period  from  transactions  and other
events and circumstances from non-owner sources.  Prior period amounts have been
restated to conform to the  provisions of SFAS No. 130. The adoption of SFAS 130
did not have a  material  impact  on the  Corporation's  financial  position  or
results of operations.

         On January 1, 1998, the Corporation adopted SFAS No. 131,  "Disclosures
about Segments of an Enterprise and Related  Information." SFAS No. 131 requires
that public  business  enterprises  report certain  information  about operating
segments in a complete  set of financial  statements  of the  enterprise  and in
condensed  financial  statements of interim periods issued to  shareholders.  It
also  requires the  reporting  of certain  information  about their  product and
services,  the geographic area in which they operate, and their major customers.
The  adoption  of SFAS  No.  131 did not  have an  impact  on the  Corporation's
financial position or results of operations.
<PAGE>
         The  American  Institute  of  Certified  Public   Accountants   (AICPA)
executive committee has issued Statement of Position (SOP) 98-1,  Accounting for
the Costs of Computer  Software  Developed or Obtained for Internal Use. The SOP
was issued to provide  authoritative  guidance on the subject of accounting  for
the cost associated with the purchase or development of computer  software.  The
statement is effective for fiscal years  beginning  after  December 15, 1998 for
costs  incurred in those fiscal years for all  projects,  including  projects in
progress  when the SOP is adopted.  The  adoption of SOP 98-1 is not expected to
have a material  impact on the  Corporation's  financial  position or results of
operations.

         In June 1998, the Financial  Accounting  Standards  Board (FASB) issued
Statement  of  Financial  Accounting  Standards  SFAS No. 133,  "Accounting  for
Derivative   Instruments  and  Hedging   Activity."  SFAS  No.  133  establishes
accounting and reporting standards for derivative instruments, including certain
derivative instruments imbedded in other contracts,  and for hedging activities.
It  requires  that an entity  recognize  all  derivatives  as  either  assets or
liabilities in the statement of financial position and measure those instruments
at fair value.  If certain  conditions are met, a derivative may be specifically
designated  as a  hedge.  The  accounting  for  changes  in the  fair  value  of
derivative  (gains and losses) depends on the intended use of the derivative and
resulting  designation.  SFAS No. 133 is  effective  for all fiscal  quarters of
fiscal years  beginning  after June 15, 1999.  Earlier  application is permitted
only as of the  beginning  of any  fiscal  quarter.  The  Company  is  currently
reviewing the provisions of SFAS No. 133.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
              AND RESULTS OF OPERATIONS

         Management of SVB Financial Services, Inc. (the "Company") is not aware
of any known trends,  events or  uncertainties  that will have or are reasonably
likely to have a material effect on the Company's  liquidity,  capital resources
or results of operations.  The following  discussion and analysis should be read
in  conjunction  with  the  detailed  information  and  consolidated   financial
statements,  including  notes thereto,  included  elsewhere in this report.  The
consolidated  financial  condition  and results of operations of the Company are
essentially those of the Bank. Therefore,  the analysis that follows is directed
to the  performance  of  the  Bank.  Such  financial  condition  and  result  of
operations are not intended to be indicative of future performance.

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

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

         Net income for the first nine months of 1998 was $850,589,  an increase
of  $86,918  or 11% as  compared  to the  same  period  in  1997.  Earnings  per
share-Basic were $.31 in 1998 as compared to $.28 in 1997*. Earnings per share -
Diluted were $.30 in 1998 and $.28 in 1997*.
             
              *Based on the 2 for 1 stock split effective April 16, 1998.

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

Net Interest Income

         Net  interest  income for the first nine months of 1998 was  $5,009,890
compared to $4,287,207 in 1997, an increase of $722,683 or 17%.

         Almost all of the increase can be  attributed to an increase in average
earnings  assets.  Average earning assets for the first nine months of 1998 were
$147.6 million an increase of $20.4 million or 16% from the first nine months of
1997.  Loans accounted for 90% of this increase as loans averaged $111.5 million
during the nine months.  The increase in loan balances caused interest income to
increase $1.2 million.  Partially  offsetting this, the yield on loans decreased
from 9.11%,  to a 9.04%,  which  caused  interest  income to  decrease  $45,390.
Overall,  interest income increased $1.3 million.  Almost all of this amount was
due to the increase in average  balances.  The yield on earning assets was 8.28%
for 1998 and 8.26% for 1997.

         The overall cost of interest-bearing  liabilities  decreased four basis
points from 4.70% to 4.66%.  Total interest  bearing  deposits  increased  $16.6
million during the nine months of 1998 to $118.2 million, of which time deposits
accounted for 52% of this  increase.  The increase in deposits  caused  interest
expense to increase  $522,034.  Overall,  interest expense  increased  $557,946,
however,  the cost of funding  earning  assets  decreased  from 3.76% in 1997 to
3.74% in 1998.

         The net result of the change in net interest  income for the first nine
months of 1998 versus the first nine months of 1997 was an increase of $722,683.
The net interest margin increased three basis points from a 4.51% to a 4.54%.

Provision for Loan Possible Losses

         The  provision  for possible loan losses was $225,000 in the first nine
months of 1998 as compared  to $215,000 in the first nine months of 1997.  Total
gross loans experienced a net increase of $10.5 million since December 31, 1997.

Other Income

         During the first nine months of 1998, other income  increased  $224,064
or 65% over the same period in 1997.  Gains on the sale of loans  accounted  for
$165,135 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.  In
addition,  the Company sold $6.7 million in mortgage loans, as mentioned  above,
which generated $105,685 in gains.
<PAGE>
         Service charges on deposit accounts  increased  $43,382 or 26% from the
same  period  last year.  The growth in the number of  commercial  and  consumer
checking accounts resulted in increased overdraft,  account maintenance and wire
transfer  fees.  Foreign  transaction  fees at the  Company's  ATM machines were
instituted in the latter half of 1997,  which resulted in a $18,364  increase in
ATM fees over last year.

Other Expense

         Other  expenses for the nine months ended  September 30, 1998 increased
$798,033  or 25% from the same period in 1997.  Since July of 1997,  the Company
has opened a branch office in Bridgewater Township, a branch on Gaston Avenue in
Somerville,  and a  branch  in  the  Arbor  Glen  assisted  living  facility  in
Bridgewater Township. Expenses were impacted by additional personnel,  occupancy
costs,  and  other  expenses  related  to  the  opening  of  the  new  branches.
Consequently,  total assets have grown $27.6 million or 19% since  September 30,
1997.  Because of the growth in assets and in offices,  the Company has also had
to hire  additional  lending and  back-office  personnel  to better  service its
customer base.  These  additions  combined with normal salary  increases  caused
salary and  benefits  expense to increase  $439,188  or 28% from last year.  The
Company has also entered into a rental  agreement for another  potential  branch
site in Aberdeen in Monmouth County and has begun construction for an additional
site in Manville in Somerset County.  Rent on the newly opened locations and the
potential  branch site locations  coupled with  depreciation on other facilities
resulted in a $127,331 or 37%  increase in occupancy  expenses.  The Company has
also made an effort to remain current with  technology  and to provide  computer
access for each employee.  These equipment  purchases as well as other purchases
of equipment for new employees and the additional  branches increased  equipment
expense $52,394 or 23% from last year.  Other expenses  increased from last year
$179,120 or 18%.  Much of this increase was related to the growth of the Company
which affected many areas, but especially  supplies,  data processing costs, and
other outsourced services.

Financial Condition

September 30, 1998 compared to December 31, 1997

         Total assets  increased  $23.8  million or 16% from  December 31, 1997.
Total loans increased $10.5 million. Loans secured by real estate increased $7.6
million.  Commercial  mortgages  increased $11.3 million.  Residential  mortgage
loans decreased $3.9 million. As mentioned above,  residential mortgage loans of
$6.7  million  were sold  during the third  quarter.  Loans to  individuals  for
automobiles, declined by $.9 million. 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  $23.2 million or 17% during the first nine months.
All deposit  categories  increased with the largest  increase of $9.5 million in
the time deposits less than $100,000 category.

         Investment securities decreased $9.7 million. The current flat treasury
yield  curve and  anticipated  loan  growth has caused a shift from  longer term
securities to short term investments.

Asset Quality

         Loans past due 90 days or more and still  accruing  were $422,514 as of
September 30, 1998 and represented .36% of total loans. There were no loans past
due 90 days or more and still accruing as of December 31, 1997.
<PAGE>
         Loans in a non-accrual  status  totaled  $195,507 at September 30, 1998
and  $62,632 at  December  31,  1997 and  represented  .17% of total loans as of
September 30, 1998 and .06% as of December 31, 1997.

         The Company had no other real estate owned at September 30, 1998.

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 September 30, 1998,  the  allowance for loans losses was  $1,145,823
and represented .98% of total loans and 185% of non-performing loans compared to
an  allowance  for loan losses at December 31, 1997 of $982,198 or .92% of total
loans and 1,568% of non-performing loans at December 31, 1997.

         Charge-offs for the first nine months of 1998 totaled $69,524  compared
to $86,399 for the year ended December 31, 1997.

Capital Resources

         Total  Shareholders'  Equity was  $14,054,101  at  September  30,  1998
compared to $13,095,530 at December 31, 1997.

         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.

                                          September 30,          December 31,
                                              1998                  1997
                                          -------------          ------------
Tier I Capital to Risk Weighted Assets       10.17%                 11.89%
Total Capital to Risk Weighted Assets        11.09%                 12.81%
Leverage Ratio                                7.92%                  8.72%

Liquidity

         Cash and cash  equivalents  totaled $29.1 million at September 30, 1998
an increase of $23.1 million, since December 31, 1997.

         The increase in Cash and Cash Equivalents was primarily attributable to
an increase in deposits  which  contributed  to an increase in cash  provided by
financing  activities of $23.2 million.  Time deposits  experienced  the largest
increase for the nine month period of $9.8 million.

         Investing  activities  for the nine months  included  proceeds from the
sale of both loans and  securities  which were $6.9  million  and $2.5  million,
respectively,  and net cash provided from security transactions of $7.2 million.
These  funds  generated  were more than  offset by an  increase  in loans  which
resulted in net cash used for investing activities of $17.2 million.
<PAGE>
Year 2000 Disclosure

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

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

         Phase  I   (Inventory/Assessment)   has   been   completed.   Phase  II
(Renovation/Implementation)  has been  completed  except for the  replacement of
check  encoder  hardware  which  will  take  place  in  early  1999.  Phase  III
(Validation/Testing) is in progress and will be completed by December 31, 1998.

         Most of the Company's  major computer  applications  (loans,  deposits,
general  ledger,  etc.) are  outsourced to Fiserv,  one of the largest bank data
processing servicers in the country.  Fiserv has a Year 2000 Plan, is performing
testing on all mission  critical  systems and interfaces,  and has developed its
own contingency  plans.  Fiserv will complete testing of its systems by December
1998. We have been provided access to all its documentation and test results. In
addition,  a third party  auditor  has been hired by Fiserv's  clients to review
Fiserv's Y2K plan and provide status reports.

         The  Company  expects to spend  $200,000  for  equipment  upgrades  and
$30,000 for direct expense items to cover additional Y2K charges.

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

ITEM 3 - MARKET RISK

         The  Company's  market risk is primarily  its exposure to interest rate
risk.  Interest  rate risk is the effect that changes in interest  rates have in
future earnings.  The principal  objective in managing  interest rate risk is to
maximize net interest income within the acceptable levels of risk that have been
previously established by policy.

         Please refer to pages 29-31  "Interest Rate  Sensitivity  Analysis" and
"Change in  Interests"  in the 1997  Annual  Report.  There has been no material
changes in market risk since the date of that report.
<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 5   -        Other Information

                  On July 6, 1998, the common stock of the Company began trading
         on the Nasdaq  National  Market,  under the  trading  symbol  SVBF.  On
         September 30, 1998,  the closing bid of the Company's  common stock was
         $9.18 per share.

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.

            (b)   Form 8-K

                  There has been no Form 8-K filed  during the third  quarter of
                  1998.

         (27)     Financial Data Schedule
<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:   November 13, 1998                       By:   /s/Keith B. McCarthy
                                                       --------------------
                                                       Keith B. McCarthy
                                                       Executive Vice President
                                                       Chief Accounting Officer