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, 1999

                                       or

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

For the transition period from            to

                        Commission File Number: 000-22407

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

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

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

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

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

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

                           [ X ] Yes       [  ] No

As of May 10, 1999, there were 2,776,424 shares of common stock, $2.09 par value
outstanding.


<PAGE>
                          SVB FINANCIAL SERVICES, INC.

                                   FORM 10-QSB

                                      INDEX

                                                                           PAGE

PART I   -   FINANCIAL INFORMATION

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

ITEM 2   -   Management's Discussion and Analysis of Financial Condition
             and Results of Operations                                       9

PART II  -   OTHER INFORMATION

ITEM 1   -   Legal Proceedings                                              14
     
ITEM 2   -   Changes in Securities                                          14

ITEM 3   -   Defaults Upon Senior Securities                                14

ITEM 4   -   Submission of Matters to a Vote of Security Holders            14

ITEM 5   -   Other Information                                              14

ITEM 6   -   Exhibits and Reports on Form 8-K                               14


SIGNATURES                                                                  15


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

CONSOLIDATED BALANCE SHEETS                            March 31,    December 31,
March 31, 1999 and December 31, 1998                     1999           1998
                                                       ---------      ---------
                                                      (Unaudited)

(in thousands)
<S>                                                    <C>            <C>      
ASSETS

Cash & Due from Banks                                  $   8,697      $   8,358
Federal Funds Sold                                        18,975         10,325
Other Short Term Investments                                  73            965
                                                       ---------      ---------
Total Cash and Cash Equivalents                           27,745         19,648
                                                       ---------      ---------

Interest Bearing Time Deposits                             4,991          4,090

Securities

   Available for Sale, at Market Value                    23,468         21,523
   Held to Maturity                                        9,225         15,052
                                                       ---------      ---------
Total Securities                                          32,693         36,575
                                                       ---------      ---------

Loans                                                    126,463        121,474
   Allowance for Possible Loan Losses                     (1,250)        (1,211)
   Unearned Income                                          (110)           (87)
                                                       ---------      ---------
Net Loans                                                125,103        120,176
                                                       ---------      ---------

Premises & Equipment, Net                                  3,135          2,303
Other Assets                                               3,059          2,435
                                                       ---------      ---------
Total Assets                                           $ 196,726      $ 185,227
                                                       =========      =========

LIABILITIES & SHAREHOLDERS' EQUITY

LIABILITIES

Deposits
Demand

   Non-interest Bearing                                $  39,996      $  27,897
   NOW Accounts                                           22,435         24,502
Savings                                                   13,717         13,836
Money Market Accounts                                     19,444         20,226
Time
   Greater than $100,000                                  19,235         14,088
   Less than $100,000                                     66,050         69,165
                                                       ---------      ---------
Total Deposits                                           180,877        169,714
                                                       ---------      ---------

Obligation Under Capital Lease                               437            438
Other Liabilities                                            845            710
                                                       ---------      ---------
Total Liabilities                                        182,159        170,862
                                                       ---------      ---------
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS                            March 31,    December 31,
March 31, 1999 and December 31, 1998                     1999           1998
                                                       ---------      ---------
                                                      (Unaudited)
(in thousands)

<S>                                                    <C>            <C>      
SHAREHOLDERS' EQUITY

Common Stock $2.09 Par Value: 20,000,000                   5,796          5,794
   Shares Authorized; 2,773,424 Shares in 1999 and
   2,759,624 Shares in 1998 Issued and Outstanding
Additional Paid-in Capital                                 5,505          5,502
Accumulated Other Comprehensive (Loss)/Income                (64)             7
Retained Earnings                                          3,330          3,062
                                                       ---------      ---------
Total Shareholders' Equity                                14,567         14,365
                                                       ---------      ---------
Total Liabilities and Shareholders' Equity             $ 196,726      $ 185,227
                                                       =========      =========

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME                           For the Three Months Ended
For the Period Ended March 31,                                    1999       1998
                                                                 ------     ------
(in thousands except per share data)                          (Unaudited)
<S>                                                              <C>        <C>   
INTEREST INCOME

Loans                                                            $2,622     $2,363
Securities Available for Sale                                       312        164
Securities Held to Maturity                                         204        304
Federal Funds Sold                                                   84         81
Time Deposits Due from Banks                                         63          0
Other Short Term Investments                                          8          4
                                                                 ------     ------
Total Interest Income                                             3,293      2,916
                                                                 ------     ------
INTEREST EXPENSE

Deposits                                                          1,468      1,319
Federal Funds Purchased                                               1          0
Obligation Under Capital Lease                                        9          9
                                                                 ------     ------
Total Interest Expense                                            1,478      1,328
                                                                 ------     ------

Net Interest Income                                               1,815      1,588
PROVISION FOR POSSIBLE LOAN LOSSES                                   80         65
Net Interest Income after Provision For Possible Loan Losses      1,735      1,523
                                                                 ------     ------
OTHER INCOME

Service Charges on Deposit Accounts                                  80         64
Gain on the Sale of Loans                                            33         51
Gain on the Sale of Securities, Available for Sale                    1          0
Other Income                                                         51         30
                                                                 ------     ------
Total Other Income                                                  165        145
                                                                 ------     ------
OTHER EXPENSE

Salaries and Employee Benefits                                      743        674
Occupancy Expense                                                   203        149
Equipment Expense                                                   101         85
Other Expenses                                                      437        367
                                                                 ------     ------
Total Other Expense                                               1,484      1,275
                                                                 ------     ------

Income Before Provision for Income Taxes                            416        393
Provision for Income Taxes                                          148        159
                                                                 ------     ------
Net Income                                                       $  268     $  234
                                                                 ======     ======

EARNINGS PER COMMON SHARES - Basic                               $ 0.10     $ 0.09
                                                                 ======     ======
EARNINGS PER COMMON SHARES - Diluted                             $ 0.09     $ 0.09
                                                                 ======     ======
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF

COMPREHENSIVE INCOME                                      For the Three Months Ended
For the Period Ended March 31,                               1999          1998
                                                             -----        -----
(in thousands)                                            (Unaudited)


<S>                                                          <C>          <C>  
Net Income                                                   $ 268        $ 234
Other Comprehensive Income, Net of Tax

   Unrealized (Losses) Arising in the Period                   (71)         (32)
                                                             -----        -----
Comprehensive Income                                         $ 197        $ 202
                                                             =====        =====

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW

For the Period Ended March 31,                                  1999           1998
                                                              --------      --------
                                                             (unaudited)
(in thousands)
<S>                                                           <C>           <C>     
OPERATING ACTIVITIES

Net Income                                                    $    268      $    234
Adjustments to Reconcile Net Income to
   Net Cash Provided by Operating Activities:

Provision for Possible Loan Losses                                  80            65
Depreciation and Amortization                                      103            88
Accretion of Securities Discount                                   (26)          (16)
(Gains) on the Sale of Securities Available for Sale, Net           (1)            0
(Increase)/Decrease in Other Assets                               (595)           10
Increase in Other Liabilities                                      139           147
Increase/(Decrease) in Unearned Income                              23            (6)
                                                              --------      --------
Net Cash (Used for)/Provided By Operating Activities                (9)          522
                                                              --------      --------

INVESTING ACTIVITIES

Proceeds from Sales of Securities, Available for Sale            2,510             0
Proceeds from Maturities of Securities
   Available for Sale                                            2,706         3,204
   Held to Maturity                                              7,369         7,335
Purchases of Securities

   Available for Sale                                           (6,980)       (3,571)
   Held to Maturity                                             (1,804)       (2,248)
Increase in Interest Bearing Time Deposits                        (901)            0
(Increase)/Decrease in Loans                                    (5,030)          330
Capital Expenditures                                              (931)         (151)
                                                              --------      --------
Net Cash (Used for)/Provided By  Investing Activities           (3,061)        4,899
                                                              --------      --------

FINANCING ACTIVITIES

Net Increase in Demand Deposits                                 10,032         3,915
Net (Decrease)/Increase in Savings Deposits                       (119)          387
Net (Decrease)/Increase in Money Market Deposits                  (782)        2,104
Net Increase in Time Deposits                                    2,032         2,048
Decrease in Federal Funds Purchased                                  0          (500)
Decrease in Obligation Under Capital Lease                          (1)           (1)
Proceeds from Issuance of Common Stock, Net                          5            56
                                                              --------      --------
Net Cash Provided by Financing Activities                       11,167         8,009
                                                              --------      --------

Increase in Cash and Cash Equivalents                            8,097        13,430
Cash and Cash Equivalents, Beginning of Year                    19,648         5,983
                                                              --------      --------
Cash and Cash Equivalents, End of Year                        $ 27,745      $ 19,413
                                                              ========      ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SVB FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOW

For the Period Ended March 31,                                  1999           1998
                                                              --------      --------
                                                             (unaudited)
(in thousands)
<S>                                                           <C>           <C>     
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION

Cash Paid During the Year for Interest                        $  1,490      $  1,368
                                                              ========      ========
Cash Paid During the Year for Federal Income Taxes            $     30      $     40
                                                              ========      ========
</TABLE>
<PAGE>
                          SVB FINANCIAL SERVICES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                           March 31, 1999 (UNAUDITED)

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

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

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

2.       Loans

         At March 31, 1999 and December 31, 1998 the  composition of outstanding
loans is summarized as follows:
<TABLE>
<CAPTION>
                                                       March 31,       December 31,
                                                         1999              1998
                                                       --------         --------
(in thousands)
<S>                                                    <C>              <C>   
Secured by Real Estate:
   Residential Mortgage                                $ 33,808         $ 30,577
   Commercial Mortgage                                   46,872           42,703
   Construction                                           6,273            6,256
Commercial and Industrial                                21,199           22,308
Other Loans to Individuals                                8,587            8,864
Loans to Individuals for Automobiles                      9,671           10,298
Other Loans                                                  53              468
                                                       --------         --------
                                                       $126,463         $121,474
                                                       ========         ========
</TABLE>
         There were no loans  restructured  during  1999 or 1998.  There were no
loans past due 90 days or more and still  accruing at March 31, 1999. and $5,000
at December 31, 1998.  Loans in a non-accrual  status totaled  $375,000 at March
31, 1999 and $96,000 at December 31, 1998.
<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,
(in thousands)                                           1999             1998
                                                       -------          -------
<S>                                                    <C>              <C>    
Balance January 1,                                     $ 1,211          $   982
Provision Charged to Operations                             80              300
Charge Offs                                                (46)             (80)
Recoveries                                                   5                9
                                                       -------          -------
Balance End of Period                                  $ 1,250          $ 1,211
                                                       =======          =======
</TABLE>
4.       New Accounting Pronouncement

         On  January  1, 1998,  the  Company  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
Company's current disclosures were not affected by the adoption of SFAS No. 129.

         On  January 1, 1998,  the  Company  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 Company's financial position or results of
operations.

         On January 1, 1998,  the Company  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  Company's  financial
position or results of operations.

         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  Company's  financial  position  or  results  of
operations.
<PAGE>
         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.

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 three months of 1999 was $268,000, an increase
of  $34,000  or 15% as  compared  to the  same  period  in  1998.  Earnings  per
share-Basic were $.10 in 1999 as compared to $.09 in 1998.  Earnings per share -
Diluted were $.09 in 1999 and $.09 in 1998.

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

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

         Net interest income for the first three months of 1999 was $1.8 million
compared to $1.6 million in 1998, an increase of $227,000 or 14%.

         Almost all of the increase can be  attributed to an increase in average
earnings assets.  Average earning assets for the first three months of 1999 were
$172.5  million an increase of $30.7  million or 22% from the first three months
of 1998.  Loans  accounted  for 64% of this  increase as loans  averaged  $124.4
million during the three months.  The increase in loan balances  caused interest
income to  increase  $399,000.  Partially  offsetting  this,  the yield on loans
decreased from 9.16%,  to a 8.54%,  mainly due to two quarter point drops in the
prime rate in the latter half of 1998 and  increased  competition  in the market
place.  The  decrease in yield  caused  interest  income to  decrease  $142,000.
Overall,  interest income increased $377,000. Most all of this amount was due to
the increase in average balances. The yield on earning assets was 7.74% for 1999
and 8.34% for 1998.

         The overall cost of interest-bearing  liabilities decreased forty basis
points from 4.70% to 4.30%,  which resulted in a decrease in interest expense of
$67,000.  Offsetting  this,  total interest  bearing  deposits  increased  $24.8
million  during  the  three  months  of 1999 to $139.0  million,  of which  time
deposits  accounted for 44% of this  increase.  The increase in deposits  caused
interest  expense to increase  $216,000.  Overall,  interest  expense  increased
$149,000,  however,  the cost of funding earning assets  decreased from 3.80% in
1998 to 3.47% in 1999, also resulting from lower interest rates.

         The net result of the change in net interest income for the first three
months  of 1999  versus  the  first  three  months  of 1998 was an  increase  of
$227,000.  The net interest margin decreased twenty seven points from a 4.54% to
a 4.27%.

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

         The  provision  for possible loan losses was $80,000 in the first three
months of 1999 as  compared to $65,000 in the first  three  months of 1998.  The
increase  in  provision  can  be  attributed  to  an  increase  in  loans  which
experienced a net increase of $20.3 million since March 31, 1998.
 
Other Income
------------

         During the first three months of 1999, other income  increased  $20,000
or 14%  over the same  period  in 1998.  Service  charges  on  deposit  accounts
increased  $16,000  or 25% from the same  period  last  year.  The growth in the
number of  commercial  and  consumer  checking  accounts  resulted in  increased
overdraft,  account maintenance and wire transfer fees. Foreign transaction fees
at the  Company's  ATM  machines  accounted  for 24% of the  increase in service
charges on deposits.
<PAGE>
          Gains  on the  sale of  loans  decreased  $18,000.  The  Company  is a
preferred  SBA  lender  and,  as such,  it  originates  SBA  loans and sells the
government  guaranteed  portions in the  secondary  market while  retaining  the
servicing.  The  amount of gains  recognized  on SBA loans is  dependent  on the
volume of new SBA loans  generated  each  quarter.  The amounts can vary greatly
from quarter to quarter and from year to year.

         Other income increased $21,000 or 69% compared to 1998. The Company was
approved by FNMA to sell mortgage loans late in the third quarter of 1998, which
resulted in an increase of $12,000 or 60% in mortgage  fees.  Additionally  fees
related to the servicing of SBA loans as described  above increased 36% over the
same period for last year.

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

         Other  expenses  for the three  months  ended March 31, 1999  increased
$209,000 or 16% from the same period in 1998. In the first quarter of 1998,  the
Company opened two branches,  one located on Gaston Avenue in Somerville and one
in the assisted living  facility in Arbor Glen in  Bridgewater.  A new branch in
Manville  was  opened  in the  first  quarter  of 1999.  Additionally,  expenses
involved  with the  plans for two more  branches;  one in  Aberdeen,  and one in
Bernards Township, have been incurred. Expenses have been impacted by additional
personnel,  occupancy costs and other expenses related to the opening of the new
branches. Consequently, total assets have grown $39.8 million or 25% since March
31, 1998.  Because of the growth in assets and in offices,  the Company has also
had to hire additional  lending and back-office  personnel to better service its
customer base.  These  additions  combined with normal salary  increases  caused
salary and benefits  expense to increase  $70,000 or 10% from last year. Rent on
the newly opened locations and the potential branch site locations  coupled with
depreciation  on other  facilities  resulted  in a $54,000  or 27%  increase  in
occupancy expenses.  Purchases of equipment for new employees and the additional
branches  increased  equipment  expense  $16,000  or 16% from last  year.  Other
expenses  increased  from last year  $69,000 or 19%.  Much of this  increase was
related to the growth of the Company which  affected many areas,  but especially
data processing costs, and other outsourced services.

Financial Condition
March 31, 1999 compared to December 31, 1998
--------------------------------------------

         Total  assets  increased  $11.5  million or 6% from  December 31, 1998.
Total loans increased $5.0 million.  Loans secured by real estate increased $7.4
million. Commercial mortgages increased $4.2 million. Residential mortgage loans
increased $3.2 million.  Loans to individuals for  automobiles,  declined by $.6
million.

         Deposits  increased  $11.2 million or 7% during the first three months.
Demand  deposits  increased  $12.1  million  while  some  of the  other  deposit
categories  had  decreased.  The demand  deposit  increase  was due to increased
deposit in  commercial  accounts at the end of the quarter,  and new  commercial
accounts at the Manville Office.

         Investment  securities  decreased  $3.9 million.  The current  treasury
yield  curve,  anticipated  loan  growth,  and  fluctuations  in demand  deposit
balances  has  caused a shift  from  longer  term  securities  to  shorter  term
investments.
<PAGE>
Asset Quality
-------------

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

         Loans in a non-accrual  status  totaled  $375,000 at March 31, 1999 and
$96,000 at December 31, 1998 and represented .29% of total loans as of March 31,
1999 and .08% as of December 31, 1998.

         Loans  considered to be impaired  totaled $788,000 at March 31, 1998, a
valuation reserve of $31,000 is attributed to these loans.

         The Company had no other real estate owned at March 31, 1999.

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

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

         At March 31, 1999,  the allowance for loans losses was  $1,250,000  and
represented .98% of total loans and 333% of non-performing  loans compared to an
allowance  for loan losses at December 31, 1998 of  $1,211,000 or 1.00% of total
loans and 1,261% of non-performing loans at December 31, 1998.

         Charge-offs for the first three months of 1999 totaled $46,000 compared
to $80,000 for the year ended December 31, 1998.

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

         Total  Shareholders'  Equity was $14,567,000 at March 31, 1999 compared
to $14,365,000 at December 31, 1998.

         Under the FDIC  Improvement Act of 1991, banks are required to maintain
a minimum ratio of total capital 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,
                                                       1999           1998
                                                       ----           ----

<S>                                                   <C>           <C>   
Tier I Capital to Risk Weighted Assets                 9.92%         10.24%
Total Capital to Risk Weighted Assets                 10.81%         11.14%
Leverage Ratio                                         7.61%          8.54%
</TABLE>
<PAGE>
Liquidity
---------

         Cash and cash  equivalents  totaled  $27.7 million at March 31, 1999 an
increase of $8.1 million, since December 31, 1998.

         The increase in Cash and Cash Equivalents was primarily attributable to
an increase in deposits  which  contributed  to an increase in cash  provided by
financing  activities of $11.2 million.  Demand deposits experienced the largest
increase for the three month period of $10.0 million.

         Investing activities for the three months included proceeds the sale of
securities  which were $2.5  million,  and net cash  provided  from security and
interest  bearing time deposit  transactions of $390,000.  These funds generated
were more than offset by an  increase  in loans which  resulted in net cash used
for investing activities of $3.1 million.

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

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

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

         Phase  I   (Inventory/Assessment)   has   been   completed.   Phase  II
(Renovation/Implementation)  has been  completed  except for the  replacement of
check  encoder   hardware  which  will  take  place  in  mid  1999.   Phase  III
(Validation/Testing) is in progress and will be completed by June 30, 1999.

         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 has completed testing of its systems. 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. At this writing,  Fiserv has substantially completed the
validation  and  testing of the major  computer  applications  and is  currently
testing application interfaces.

         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 a  questionnaire  regarding
their Y2K effort.
<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
                  29, 1999 for the Annual Meeting of  Shareholders  on April 29,
                  1999.  The purpose was the election of Directors for a term of
                  three years.

                  Following are the results of the voting:

                           The following candidates were nominated for a term to
                           continue to the 2002 Annual Meeting.
<TABLE>
<CAPTION>
                                                                        Votes For                    Votes Withheld
                                                                        ---------                    --------------
<S>                                                                     <C>                               <C>
                                    Willem Kooyker                      2,032,791                             480
                                    Frank Orlando                       1,845,471                         187,800
                                    Gilbert E. Pittenger                1,845,471                         187,800
                                    Frederick D. Quick                  2,032,791                             480
                                    Donald Sciaretta                    2,032,791                             480
</TABLE>

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 March 31,  1999,  the closing bid of the  Company's  common
                  stock was $10.00 per share.
<PAGE>

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 first  quarter of
                  1999.

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