As filed with the Securities and Exchange Commission on March 13, 2000

                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1993

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

                             TEJAS BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

          Texas                                                       75-1950688
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                          905 South Fillmore, Suite 701
                              Amarillo, Texas 79101
                                 (806) 373-7900
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                             TEJAS BANCSHARES, INC.
                            1998 INCENTIVE STOCK PLAN
                            (Full title of the Plan)

                           Donald E. Powell, President
                          905 South Fillmore, Suite 701
                              Amarillo, Texas 79101
                                 (806) 373-7900
(Name, address, and telephone number, including area code, of agent for service)


                                 With copies to

                            Jeffrey W. Hellberg, Esq.
                 Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
                              1700 Bank One Center
                              Amarillo, Texas 79101
                                 (806) 372-5569


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed
                                                                   maximum            Proposed              Amount
                                                                  offering             maximum                of
          Title of securities               Amount to be          price per           aggregate          registration
           to be registered                  registered            share(1)        offering price(1)         fee(1)
------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                    <C>             <C>                  <C>
Common Stock, $1.00 Par Value                 1,333,333              $3.41           $4,546,666           $1,200.32
------------------------------------------------------------------------------------------------------------------------
</TABLE>

----------
(1)  This amount is based on the book value per share of the Registrant's Common
     Stock of $3.41 as of  January  31,  2000.  There is no  established  public
     trading  market  for the  Registrant's  Common  Stock and  there  exists no
     accurate method to determine its current market price.


<PAGE>



                                TABLE OF CONTENTS

PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS.....................1

PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...................1
         Item 3.    Incorporation of Documents by Reference...................1
         Item 4.    Description of Securities.................................1
         Item 5.    Interests of Named Experts and Counsel....................1
         Item 6.    Indemnification of Officers and Directors.................1
         Item 7.    Exemption from Registration Claimed.......................3
         Item 8.    Exhibits..................................................3
         Item 9.    Undertakings..............................................3


<PAGE>



                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information  required by Items 1 and 2 of Part I of Form S-8 is omitted
from this  Registration  Statement in accordance with the Note to Part I of Form
S-8 and Rule 428  promulgated  under the Securities Act of 1933, as amended (the
"Securities Act"). The documents containing the information  specified in Part I
will be delivered to the  participants in the plan covered by this  Registration
Statement as required by Rule 428(b).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by the Company are  incorporated  herein by reference as of
their respective filing dates:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999.

          (b) All  documents  filed by the Company  pursuant to Sections  13(a),
     13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"),  after the date of this Registration  Statement and before
     the  termination of the offering of the securities  offered hereby shall be
     deemed incorporated by reference in this Registration  Statement and a part
     hereof from the date of filing those documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Officers and Directors.

     Article   2.02-1  of  the  Texas   Business   Corporation   Act  authorizes
corporations  to  indemnify  any party or  threatened  party to any  threatened,
pending  or  completed  action,  suit or  proceeding  who is or was a  director,
officer,  employee or agent of the corporation as a director,  officer, partner,
venturer, proprietor, trustee, employee or agent of another corporation or other
enterprise if such individual  acted in good faith and reasonably  believed that
his or her conduct was in the corporation's  best interests.  In the case of any
criminal

                                        1

<PAGE>


proceeding,  the individual must have no reasonable cause to believe that his or
her conduct was unlawful in order for the  corporation  to indemnify him or her.
Texas law  provides  that no  indemnification  shall be made with respect to any
claim,  issue or matter as to which such person shall have been adjudged  liable
where the defendant's conduct was judged to be willful or intentional misconduct
in the performance of his or her duty to the corporation, and will be limited to
reasonable expense actually incurred in connection with the proceeding where the
defendant is found liable to the  corporation  or liable for receipt of improper
personal  benefits.  Whether  such  director,  officer,  employee or agent acted
properly  is  determined  by a  majority  of a quorum  of  non-party  directors,
independent  legal counsel opinion or by non-party  shareholders.  A corporation
may pay expenses  incurred by a director or officer before final  disposition of
an action or proceeding, but the director or officer must repay such expenses if
it is determined that he or she was not entitled to  indemnification.  If such a
person seeking  indemnification is wholly successful on the merits or otherwise,
in connection with such a proceeding,  such  indemnification  is mandatory.  The
board of  directors  may  determine  appropriate  terms  and  conduct  to pay an
employee  or agent.  The  corporation  may  purchase  insurance  on a  director,
officer,  employee or agent for liability asserted against him or her whether or
not the corporation could indemnify that party.

     The Company's  Restated Articles of Incorporation  contain provisions which
provide,  among other things,  that the Company shall indemnify certain persons,
including officers and directors,  against judgments,  fines and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
any action,  suit or  proceeding  if such  person(s)  act in good faith and in a
manner  reasonably  believed to be in or not opposed to the best interest of the
Company,  and,  with  respect  to any  criminal  action or  proceeding,  have no
reasonable  cause to believe his conduct was unlawful.  As to any action brought
by or in the right of the Company such indemnification is limited to expenses or
advance payment thereof actually and reasonably  incurred in connection with the
defense  or  settlement  of the  case,  which  shall not be made,  absent  court
approval,  if determined that such person is liable for negligence or misconduct
in the performance of his duty to the Company.

     The Company is authorized to purchase and maintain  insurance or make other
arrangements to protect itself or others,  including, its officers and directors
from liability.

     The  indemnification  provisions  in the  Company's  Restated  Articles  of
Incorporation  are  individually  limited to the extent that they are consistent
with applicable laws and regulations.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted of  directors  and officers of the Company  pursuant to
the  foregoing  provisions  or  otherwise,  the Company has been  advised  that,
although the validity and scope of the  governing  statue has not been tested in
court,  in  the  opinion  of  the  Securities  and  Exchange  Commission,   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In addition,  indemnification may be limited by state
securities laws.

                                        2

<PAGE>



Item 7. Exemption from Registration Claimed.

     Not Applicable.


Item 8. Exhibits.

     Number    Description of Exhibits

       3.1     Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)

       3.2     Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)

       5.0     Opinion  of Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.,
               relating to the legality of the Common Stock. (3)

       10.1    Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)

       23.1    Consent  of  Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.
               (included in Exhibit 5)

       23.2    Consent of Clifton Gunderson P.L.L.C. (3)

----------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10 dated April 10, 1998.

(2)  Incorporated by reference from the Company's  Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(3)  Filed Herewith.


Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post- effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
     Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent a fundamental change in the information set forth

                                        3

<PAGE>



     in the registration statement.  Notwithstanding the foregoing, any increase
     or decrease in volume of  securities  offered (if the total dollar value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b)  (ss.  230.424(b)  of this  chapter)  if,  in the
     aggregate,  the  changes in volume and price  represent  no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement.

     (iii) To  include  any  material  information  with  respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

     Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3
(ss. 239.33 of this chapter),  and the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the registrant  pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          (4)  If  the  registrant  is a  foreign  private  issuer,  to  file  a
     post-effective  amendment  to the  registration  statement  to include  any
     financial  statements required by ss. 210.3-19 of this chapter at the start
     of any delayed  offering or  throughout  a continuous  offering.  Financial
     statements and information  otherwise  required by Section  10(a)(3) of the
     Act need not be  furnished,  provided that the  registrant  includes in the
     prospectus,  by means of a post- effective amendment,  financial statements
     required pursuant to this paragraph (a)(4) and other information  necessary
     to  ensure  that all other  information  in the  prospectus  is at least as
     current  as the date of those  financial  statements.  Notwithstanding  the
     foregoing,  with respect to registration statements on Form F-3 (ss. 239.33
     of this chapter),  a post-effective  amendment need not be filed to include
     financial  statements and information  required by Section  10(a)(3) of the
     Act or ss.  210.3-19  of this  chapter  if such  financial  statements  and
     information  are  contained in periodic  reports filed with or furnished to
     the Commission by the registrant pursuant to section 13 or section 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     the Form F-3.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to

                                        4

<PAGE>



section  13(a) or section  15(d) of the  Securities  Exchange  Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section  15(d) of the  Securities  and Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question of whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant  to the  Securities  Act,  the  Registrant  certifies  that it has
reasonable  grounds to believe that it meets all requirements for filing on Form
S-8 and has duly caused this  Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Amarillo, Texas, on March 7,
2000.


                                     TEJAS BANCSHARES, INC.


                                     By:  /s/ Donald E. Powell
                                         ---------------------
                                          Donald E. Powell,
                                          Chairman of the Board, President, and
                                          Chief Executive Officer


                                        5

<PAGE>



     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated.

         Signature                      Title                          Date

 /s/ Donald E. Powell          Principal Executive Officer         March 7, 2000
--------------------------     and Director
Donald E. Powell


 /s/ Jack Hall                 Principal Financial Officer         March 7, 2000
--------------------------     and Principal Accounting
Jack Hall                      Officer


                               Director                            March 7, 2000
--------------------------
William H. Attebury

 /s/ Danny H. Conklin          Director                            March 7, 2000
--------------------------
Danny H. Conklin


 /s/ Wales H. Madden, Jr.      Director                            March 7, 2000
--------------------------
Wales H. Madden, Jr.

                               Director                            March 7, 2000
--------------------------
Jay O'Brien

                                        6

<PAGE>


                                INDEX TO EXHIBITS


    Number    Description of Exhibits

       3.1     Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)

       3.2     Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)

       5.0     Opinion  of Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.,
               relating to the legality of the Common Stock. (3)

       10.1    Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)

       23.1    Consent  of  Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.
               (included in Exhibit 5)

       23.2    Consent of Clifton Gunderson P.L.L.C. (3)

----------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10 dated April 10, 1998.

(2)  Incorporated by reference from the Company's  Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(3)  Filed Herewith.


                                        7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 20450}]
{"company-data": {"conformed-name": "TEJAS BANCSHARES INC", "cik": "0000776618", "assigned-sic": "6021", "irs-number": "751950688", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-32284", "film-number": "567671"}, "business-address": {"street1": "TEJAS BANCSHARES, INC", "street2": "905 SOUTH FILMORE, SUITE 101", "city": "AMARILLO", "state": "TX", "zip": "79101", "phone": "8063737900"}, "mail-address": {"street1": "TEJAS BANCSHARES, INC.", "street2": "905 SOUTH FILMORE, SUITE 101", "city": "AMARILLO", "state": "TX", "zip": "79101"}}
As filed with the Securities and Exchange Commission on March 13, 2000

                                                Registration No. 333-___________

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1993

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

                             TEJAS BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

          Texas                                                       75-1950688
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                          905 South Fillmore, Suite 701
                              Amarillo, Texas 79101
                                 (806) 373-7900
  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                             TEJAS BANCSHARES, INC.
                            1998 INCENTIVE STOCK PLAN
                            (Full title of the Plan)

                           Donald E. Powell, President
                          905 South Fillmore, Suite 701
                              Amarillo, Texas 79101
                                 (806) 373-7900
(Name, address, and telephone number, including area code, of agent for service)

                                 With copies to

                            Jeffrey W. Hellberg, Esq.
                 Hinkle, Cox, Eaton, Coffield & Hensley, L.L.P.
                              1700 Bank One Center
                              Amarillo, Texas 79101
                                 (806) 372-5569
------------------------------------------------------------------------------------------------------------------------
                                             CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------------------------------------------------
                                                                  Proposed
                                                                   maximum            Proposed              Amount
                                                                  offering             maximum                of
          Title of securities               Amount to be          price per           aggregate          registration
           to be registered                  registered            share(1)        offering price(1)         fee(1)
------------------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 Par Value                 1,333,333              $3.41           $4,546,666           $1,200.32
------------------------------------------------------------------------------------------------------------------------
----------
(1)  This amount is based on the book value per share of the Registrant's Common
     Stock of $3.41 as of  January  31,  2000.  There is no  established  public
     trading  market  for the  Registrant's  Common  Stock and  there  exists no
     accurate method to determine its current market price.
TABLE OF CONTENTS

PART I

         INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS.....................1

PART II
         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT...................1
         Item 3.    Incorporation of Documents by Reference...................1
         Item 4.    Description of Securities.................................1
         Item 5.    Interests of Named Experts and Counsel....................1
         Item 6.    Indemnification of Officers and Directors.................1
         Item 7.    Exemption from Registration Claimed.......................3
         Item 8.    Exhibits..................................................3
         Item 9.    Undertakings..............................................3
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     The information  required by Items 1 and 2 of Part I of Form S-8 is omitted
from this  Registration  Statement in accordance with the Note to Part I of Form
S-8 and Rule 428  promulgated  under the Securities Act of 1933, as amended (the
"Securities Act"). The documents containing the information  specified in Part I
will be delivered to the  participants in the plan covered by this  Registration
Statement as required by Rule 428(b).

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following  documents filed with the Securities and Exchange  Commission
(the  "Commission")  by the Company are  incorporated  herein by reference as of
their respective filing dates:

          (a) The Company's Annual Report on Form 10-K for the fiscal year ended
     December 31, 1999.

          (b) All  documents  filed by the Company  pursuant to Sections  13(a),
     13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the
     "Exchange Act"),  after the date of this Registration  Statement and before
     the  termination of the offering of the securities  offered hereby shall be
     deemed incorporated by reference in this Registration  Statement and a part
     hereof from the date of filing those documents.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Officers and Directors.

     Article   2.02-1  of  the  Texas   Business   Corporation   Act  authorizes
corporations  to  indemnify  any party or  threatened  party to any  threatened,
pending  or  completed  action,  suit or  proceeding  who is or was a  director,
officer,  employee or agent of the corporation as a director,  officer, partner,
venturer, proprietor, trustee, employee or agent of another corporation or other
enterprise if such individual  acted in good faith and reasonably  believed that
his or her conduct was in the corporation's  best interests.  In the case of any
criminal

                                        1
proceeding,  the individual must have no reasonable cause to believe that his or
her conduct was unlawful in order for the  corporation  to indemnify him or her.
Texas law  provides  that no  indemnification  shall be made with respect to any
claim,  issue or matter as to which such person shall have been adjudged  liable
where the defendant's conduct was judged to be willful or intentional misconduct
in the performance of his or her duty to the corporation, and will be limited to
reasonable expense actually incurred in connection with the proceeding where the
defendant is found liable to the  corporation  or liable for receipt of improper
personal  benefits.  Whether  such  director,  officer,  employee or agent acted
properly  is  determined  by a  majority  of a quorum  of  non-party  directors,
independent  legal counsel opinion or by non-party  shareholders.  A corporation
may pay expenses  incurred by a director or officer before final  disposition of
an action or proceeding, but the director or officer must repay such expenses if
it is determined that he or she was not entitled to  indemnification.  If such a
person seeking  indemnification is wholly successful on the merits or otherwise,
in connection with such a proceeding,  such  indemnification  is mandatory.  The
board of  directors  may  determine  appropriate  terms  and  conduct  to pay an
employee  or agent.  The  corporation  may  purchase  insurance  on a  director,
officer,  employee or agent for liability asserted against him or her whether or
not the corporation could indemnify that party.

     The Company's  Restated Articles of Incorporation  contain provisions which
provide,  among other things,  that the Company shall indemnify certain persons,
including officers and directors,  against judgments,  fines and amounts paid in
settlement  actually and reasonably  incurred by such person in connection  with
any action,  suit or  proceeding  if such  person(s)  act in good faith and in a
manner  reasonably  believed to be in or not opposed to the best interest of the
Company,  and,  with  respect  to any  criminal  action or  proceeding,  have no
reasonable  cause to believe his conduct was unlawful.  As to any action brought
by or in the right of the Company such indemnification is limited to expenses or
advance payment thereof actually and reasonably  incurred in connection with the
defense  or  settlement  of the  case,  which  shall not be made,  absent  court
approval,  if determined that such person is liable for negligence or misconduct
in the performance of his duty to the Company.

     The Company is authorized to purchase and maintain  insurance or make other
arrangements to protect itself or others,  including, its officers and directors
from liability.

     The  indemnification  provisions  in the  Company's  Restated  Articles  of
Incorporation  are  individually  limited to the extent that they are consistent
with applicable laws and regulations.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted of  directors  and officers of the Company  pursuant to
the  foregoing  provisions  or  otherwise,  the Company has been  advised  that,
although the validity and scope of the  governing  statue has not been tested in
court,  in  the  opinion  of  the  Securities  and  Exchange  Commission,   such
indemnification  is  against  public  policy  as  expressed  in such Act and is,
therefore,  unenforceable. In addition,  indemnification may be limited by state
securities laws.

                                        2
Item 7. Exemption from Registration Claimed.

     Not Applicable.

Item 8. Exhibits.

     Number    Description of Exhibits

       3.1     Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)

       3.2     Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)

       5.0     Opinion  of Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.,
               relating to the legality of the Common Stock. (3)

       10.1    Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)

       23.1    Consent  of  Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.
               (included in Exhibit 5)

       23.2    Consent of Clifton Gunderson P.L.L.C. (3)

----------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10 dated April 10, 1998.

(2)  Incorporated by reference from the Company's  Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(3)  Filed Herewith.

Item 9. Undertakings.

     (a) The undersigned registrant hereby undertakes:

          (1) To file,  during  any  period  in which  offers or sales are being
     made, a post- effective amendment to this registration statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
     Securities Act of 1933;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent a fundamental change in the information set forth

                                        3
in the registration statement.  Notwithstanding the foregoing, any increase
     or decrease in volume of  securities  offered (if the total dollar value of
     securities  offered  would not exceed  that which was  registered)  and any
     deviation from the low or high end of the estimated  maximum offering range
     may be  reflected  in the form of  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b)  (ss.  230.424(b)  of this  chapter)  if,  in the
     aggregate,  the  changes in volume and price  represent  no more than a 20%
     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement.

     (iii) To  include  any  material  information  with  respect to the plan of
     distribution not previously disclosed in the registration  statement or any
     material change to such information in the registration statement.

     Provided, however, That paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the registration statement is on Form S-3, Form S-8, or Form F-3
(ss. 239.33 of this chapter),  and the information  required to be included in a
post-effective  amendment by those  paragraphs is contained in periodic  reports
filed with or furnished to the Commission by the registrant  pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.

          (2) That,  for the  purpose of  determining  any  liability  under the
     Securities Act of 1933, each such post-effective  amendment shall be deemed
     to be a new  registration  statement  relating  to the  securities  offered
     therein,  and the offering of such  securities at that time shall be deemed
     to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment
     any  of  the  securities  being  registered  which  remain  unsold  at  the
     termination of the offering.

          (4)  If  the  registrant  is a  foreign  private  issuer,  to  file  a
     post-effective  amendment  to the  registration  statement  to include  any
     financial  statements required by ss. 210.3-19 of this chapter at the start
     of any delayed  offering or  throughout  a continuous  offering.  Financial
     statements and information  otherwise  required by Section  10(a)(3) of the
     Act need not be  furnished,  provided that the  registrant  includes in the
     prospectus,  by means of a post- effective amendment,  financial statements
     required pursuant to this paragraph (a)(4) and other information  necessary
     to  ensure  that all other  information  in the  prospectus  is at least as
     current  as the date of those  financial  statements.  Notwithstanding  the
     foregoing,  with respect to registration statements on Form F-3 (ss. 239.33
     of this chapter),  a post-effective  amendment need not be filed to include
     financial  statements and information  required by Section  10(a)(3) of the
     Act or ss.  210.3-19  of this  chapter  if such  financial  statements  and
     information  are  contained in periodic  reports filed with or furnished to
     the Commission by the registrant pursuant to section 13 or section 15(d) of
     the Securities  Exchange Act of 1934 that are  incorporated by reference in
     the Form F-3.

     (b) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to

                                        4
section  13(a) or section  15(d) of the  Securities  Exchange  Act of 1934 (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section  15(d) of the  Securities  and Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director, officer, or controlling person of the registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction the question of whether such  indemnification by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

     Pursuant  to the  Securities  Act,  the  Registrant  certifies  that it has
reasonable  grounds to believe that it meets all requirements for filing on Form
S-8 and has duly caused this  Registration  Statement to be signed on its behalf
by the undersigned,  thereunto duly authorized,  in Amarillo, Texas, on March 7,
2000.

                                     TEJAS BANCSHARES, INC.

                                     By:  /s/ Donald E. Powell
                                         ---------------------
                                          Donald E. Powell,
                                          Chairman of the Board, President, and
                                          Chief Executive Officer

                                        5
Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  on Form S-8 has  been  signed  below  by the  following
persons in the capacities and on the date indicated.

         Signature                      Title                          Date

 /s/ Donald E. Powell          Principal Executive Officer         March 7, 2000
--------------------------     and Director
Donald E. Powell

 /s/ Jack Hall                 Principal Financial Officer         March 7, 2000
--------------------------     and Principal Accounting
Jack Hall                      Officer

                               Director                            March 7, 2000
--------------------------
William H. Attebury

 /s/ Danny H. Conklin          Director                            March 7, 2000
--------------------------
Danny H. Conklin

 /s/ Wales H. Madden, Jr.      Director                            March 7, 2000
--------------------------
Wales H. Madden, Jr.

                               Director                            March 7, 2000
--------------------------
Jay O'Brien

                                        6
INDEX TO EXHIBITS

    Number    Description of Exhibits

       3.1     Restated Articles of Incorporation of Tejas Bancshares, Inc. (1)

       3.2     Amended and Restated Bylaws of Tejas Bancshares, Inc. (1)

       5.0     Opinion  of Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.,
               relating to the legality of the Common Stock. (3)

       10.1    Tejas Bancshares, Inc., 1998 Incentive Stock Plan (2)

       23.1    Consent  of  Hinkle,  Cox,  Eaton,  Coffield  &  Hensley,  L.L.P.
               (included in Exhibit 5)

       23.2    Consent of Clifton Gunderson P.L.L.C. (3)

----------
(1)  Incorporated by reference from the Company's Registration Statement on Form
     10 dated April 10, 1998.

(2)  Incorporated by reference from the Company's  Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(3)  Filed Herewith.

                                        7