As Filed With The Securities and Exchange Commission on June 26, 1998.

                                              Registration No. _______________
------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------
                         TEXAS REGIONAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                            74-2294235
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)
 
                             KERRIA PLAZA, SUITE 301
                             3700 NORTH 10TH STREET
                              MCALLEN, TEXAS 78501
               (Address of Principal Executive Offices) (Zip Code)

                         TEXAS REGIONAL BANCSHARES, INC.
                       1997 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                             William A. Rogers, Jr.
                      McGinnis, Lochridge & Kilgore, L.L.P.
                               1300 Capitol Center
                               919 Congress Avenue
                               Austin, Texas 78701
                     (Name and address of agent for service)

                                 (512) 495-6033
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                             PROPOSED     PROPOSED
                                             MAXIMUM      MAXIMUM
   TITLE OF                      AMOUNT      OFFERING     AGGREGATE   AMOUNT OF
  SECURITIES                      TO BE      PRICE PER    OFFERING  REGISTRATION
TO BE REGISTERED              REGISTERED(1)  UNIT (2)     PRICE (2)     FEE
--------------------------------------------------------------------------------
Class A Voting Common            125,000     $33.875     $4,234,375   $1,249.14
  Stock, par value $1.00/share    shares
--------------------------------------------------------------------------------
(1)  Shares are being registered pursuant to the registrant's 1997 Nonstatutory
     Stock Option Plan.

(2)  The offering price per unit is the price at which the options may be
     exercised.
<PAGE>
                       TEXAS REGIONAL BANCSHARES, INC.
                             CrossReference Sheet

                                   Between
                       Items of Form S-8 and Prospectus

ITEM
NUMBER        ITEMS IN FORM S-8            PROSPECTUS CAPTION
------        -----------------            ------------------
1(a)          General Plan Information     Introduction; Purpose; Option
                                           Period; Stock Option Committee;
                                           Supplemental Option Plan
                                           Information

1(b)          Securities to be Offered     Amount of Stock

1(c)          Employees Who May            Eligibility and Participation;
              Participate in the Plan      Options Discretionary

1(d)          Purchase of Securities       Eligibility and Participation;     
              Pursuant to the Plan and     Option Agreement; Price; Exercise  
              Payment for Securities       Period; Order of Exercise of Option
              Offered                      

1(e)          Resale Restrictions          Purpose; Option Agreement;
                                           Exercise Period; Termination of
                                           Employment; Assignability;
                                           Investment Purpose; Sale of Stock
                                           after Exercise of Option;
                                           Restrictions on Sale of Stock
                                           Received Upon Exercise

1(f)          Tax Effects of Plan          Supplemental Option Plan
              Participation                Information

1(g)          Investment of Funds          Not applicable

1(h)          Withdrawal from the          Termination of Employment;
              Plan--Assignment of          Assignability
              Interest

1(i)          Forfeiture and Penalties     Termination of Employment;
                                           Assignability

1(j)          Charges and Deductions and   Not applicable
              Liens Therefor       

2             Registrant Information and   Supplemental Option Plan
              Employee Plan Annual         Information             
              Information                  

                                      -2-
<PAGE>
                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      Incorporated by reference in this Registration Statement are the following
documents which have been filed with the Commission:

      (a) Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1997.

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year referred to in (a) above.

      (c) The descriptions of the common stock of Texas Regional Bancshares,
Inc., contained in filings made under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

      All documents filed by Texas Regional Bancshares, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

      The securities registered pursuant to this registration statement are
shares of the Class A Voting Common Stock, which are registered pursuant to
Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS.

      McGinnis, Lochridge & Kilgore, L.L.P. will render an opinion to Texas
Regional Bancshares, Inc. with respect to the legality of the securities being
registered in this offering. In addition, members of the firm of McGinnis,
Lochridge & Kilgore, L.L.P. also provide general legal services to Texas
Regional and its subsidiaries. As of May 31, 1998, Joe M. Kilgore, a partner in
the law firm of McGinnis, Lochridge & Kilgore, L.L.P. and a director of Texas
Regional owned or controlled 293,174 shares (2.03%) of the issued and
outstanding Class A Voting Common Stock of Texas Regional. Included within this
total are 15,664 shares with respect to which Mr. Kilgore holds shared voting
power with other Trustees of the Company's Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 401(k) provisions) (the "KSOP"), as to which
Mr. Kilgore disclaims any beneficial ownership. As Trustee of the KSOP, Mr.
Kilgore also has the power to vote shares that the participants have not
designated a voting preference as and to the extent provided in the Plan.

                                      -3-
<PAGE>
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article V of the Bylaws of the Company provides that each person who shall
have served as Director or Officer of the Company, or at its request as Director
or Officer of another corporation which it now owns or may hereafter own shares
of capital stock or of which it now is or may hereafter be a creditor, shall be
indemnified by the Company against expenses and costs (including attorneys'
fees) actually and necessarily incurred by him in connection with any claim
asserted against him, by action in court or otherwise, by reason of being or
having been such Director or Officer, except when in any court proceeding, he
shall have been adjudged guilty of negligence or misconduct in respect to the
matter in which indemnity is sought; provided, however, that the foregoing right
of indemnification is not exclusive of other rights to which he may be entitled
by law.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is thereby unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable. No restricted securities are to be reoffered or resold
pursuant to this Registration Statement.

ITEM 8.           EXHIBITS

      4.1   Texas Regional Bancshares, Inc., 1997 Nonstatutory Stock Option Plan
            (incorporated by reference from Form S-1, Commission File No.
            333-41959).

     *4.2   Amendment No. 1 to Texas Regional Bancshares, Inc., 1997 
            Nonstatutory Stock Option Plan

      4.3   Articles of Incorporation of Texas Regional Bancshares, Inc.
            (incorporated by reference from Form 10, Commission File No.
            0-14517).

      4.4   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed December 28, 1983 (incorporated by reference from Form
            10, Commission File No. 0-14517).

      4.5   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed June 25, 1986 (incorporated by reference from Form S-1,
            Commission File No. 33-28340).

      4.6   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed April 4, 1988 (incorporated by reference from Form S-1,
            Commission File No. 33-28340).

                                      -4-
<PAGE>
       4.7  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed April 12, 1991 (incorporated by reference from Form
            10-K, Commission File No. 0-14517).

       4.8  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed March 2, 1992 (incorporated by reference from Form 10-K,
            Commission File No. 0-14517).

      *4.9  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., effective June 3, 1998.

       4.10 Resolution Eliminating from the Articles of Incorporation certain
            preferred series of shares of Texas Regional Bancshares, Inc., filed
            on February 21, 1995 (incorporated by reference from 1994 Form 10-K,
            Commission File No. 0-14517).

      *4.11 Amended and Restated Bylaws of Texas Regional Bancshares, Inc.

      *5.1  Opinion of McGinnis, Lochridge & Kilgore, L.L.P.

     *23.1  Consent of McGinnis, Lochridge & Kilgore, L.L.P. (included in
            opinion filed as Exhibit 5.1).

     *23.2  Consent of Independent Certified Public Accountants.

     *24.   Power of Attorney of Texas Regional Bancshares, Inc. (included on
            signature page below.)

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 in the 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.

                                      -5-
<PAGE>
      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 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.

      (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 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 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.

      (h) 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 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.

                                      -6-
<PAGE>
                                  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of McAllen, State of Texas, on June 9, 1998.

                                  TEXAS REGIONAL BANCSHARES, INC.
                                  (Registrant)

                                  By: /s/ G. E. RONEY
                                      Glen E. Roney,  Chairman of the
                                      Board, President & Chief Executive Officer

      Each of the directors of the registrant and each other person whose
signature appears below, by his execution hereof, constitutes and appoints Glen
E. Roney his attorney-in-fact, with power of substitution, to sign, in his
behalf individually and in each capacity stated below, and file all amendments
and post-effective amendments to, the Registration Statement, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and such other applicable governmental/regulatory agencies,
hereby ratifying and confirming all that Glen E. Roney or his substitute or
substitutes, may do or cause to be done by virtue hereof, and the registrant
hereby confers like authority to sign and file on its behalf.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                           TITLE                   DATE



/s/ G.E. RONEY                   Chairman of the Board,         June 9, 1998
Glen E. Roney                  President, Chief Executive
                                 Officer & Director
                             (Principal Executive Officer)

/s/ GEORGE R. CARRUTHERS         Executive Vice President       June 9, 1998
George R. Carruthers           & Chief Financial Officer
                             (Principal Financial Officer)

/s/ ANN M. SEFCIK           Controller & Assistant Secretary    June 9, 1998
Ann M. Sefcik                 (Principal Accounting Officer)

                                      -7-
<PAGE>
/s/ MORRIS ATLAS                         Director               June 9, 1998
Morris Atlas


/s/ FRANK N. BOGGUS                      Director               June 9, 1998
Frank N. Boggus


/s/ ROBERT G. FARRIS                     Director               June 9, 1998
Robert G. Farris


/s/ JOE M. KILGORE                       Director               June 9, 1998
Joe M. Kilgore


/s/ C. KENNETH LANDRUM, M.D.             Director               June 9, 1998
C. Kenneth Landrum, M.D.


___________________________              Director                     , 1998
Julie G. Uhlhorn


/s/ JACK WHETSEL                         Director               June 9, 1998
Jack Whetsel

                                      -8-
<PAGE>
------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                    Under

                          THE SECURITIES ACT OF 1933

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


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


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


                                   EXHIBITS


------------------------------------------------------------------------------
<PAGE>
                              INDEX TO EXHIBITS

EXHIBIT NUMBER                   DESCRIPTION
--------------                   -----------

      4.1         Texas Regional  Bancshares,  Inc., 1997  Nonstatutory  Stock
                  Option  Plan  (incorporated  by  reference  from  Form  S-1,
                  Commission File No. 333-41959).

      *4.2        Amendment No. 1 to Texas  Regional  Bancshares,  Inc.,
                  1997 Nonstatutory Stock Option Plan

      4.3         Articles  of  Incorporation  of Texas  Regional  Bancshares,
                  Inc.  (incorporated  by reference  from Form 10,  Commission
                  File No. 0-14517).

      4.4         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 0-14517).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 25, 1986 (incorporated by
                  reference from Form S-1, Commission File No. 33-28340).

      4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 4, 1988 (incorporated by
                  reference from Form S-1, Commission File No. 33-28340).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 0-14517).

      4.8         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 0-14517).

      *4.9        Amendment  to Articles of  Incorporation  of Texas  Regional
                  Bancshares, Inc., effective June 3, 1998.

      4.10        Resolution Eliminating from the Articles of Incorporation
                  certain preferred series of shares of Texas Regional
                  Bancshares, Inc., filed on February 21, 1995 (incorporated by
                  reference from 1994 Form 10-K, Commission File No. 0-14517).

      *4.11       Amended and Restated  Bylaws of Texas  Regional  Bancshares,
                  Inc.

      *5.1        Opinion of McGinnis, Lochridge & Kilgore, L.L.P.
<PAGE>
                              INDEX TO EXHIBITS
                                   (cont'd)


EXHIBIT NUMBER                    DESCRIPTION
--------------                    -----------

      *23.1       Consent of McGinnis,  Lochridge & Kilgore,  L.L.P. (included
                  in opinion filed as Exhibit 5.1).

      *23.2       Consent of Independent Certified Public Accountants.

      *24         Power  of  Attorney  of  Texas  Regional  Bancshares,   Inc.
                  (included on signature page)


*Filed herewith.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22569}]
{"company-data": {"conformed-name": "TEXAS REGIONAL BANCSHARES INC", "cik": "0000787648", "assigned-sic": "6022", "irs-number": "742294235", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57831", "film-number": "98655111"}, "business-address": {"street1": "3700 N TENTH STE 301", "street2": "PO BOX 5910", "city": "MCALLEN", "state": "TX", "zip": "78501", "phone": "9566315400"}, "mail-address": {"street1": "P O BOX 5910", "street2": "P O BOX 5910", "city": "MCALLEN", "state": "TX", "zip": "78501-5910"}}
As Filed With The Securities and Exchange Commission on June 26, 1998.

                                              Registration No. _______________
------------------------------------------------------------------------------
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            ------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             -----------------------
                         TEXAS REGIONAL BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                            74-2294235
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)
 
                             KERRIA PLAZA, SUITE 301
                             3700 NORTH 10TH STREET
                              MCALLEN, TEXAS 78501
               (Address of Principal Executive Offices) (Zip Code)

                         TEXAS REGIONAL BANCSHARES, INC.
                       1997 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                             William A. Rogers, Jr.
                      McGinnis, Lochridge & Kilgore, L.L.P.
                               1300 Capitol Center
                               919 Congress Avenue
                               Austin, Texas 78701
                     (Name and address of agent for service)

                                 (512) 495-6033
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                             PROPOSED     PROPOSED
                                             MAXIMUM      MAXIMUM
   TITLE OF                      AMOUNT      OFFERING     AGGREGATE   AMOUNT OF
  SECURITIES                      TO BE      PRICE PER    OFFERING  REGISTRATION
TO BE REGISTERED              REGISTERED(1)  UNIT (2)     PRICE (2)     FEE
--------------------------------------------------------------------------------
Class A Voting Common            125,000     $33.875     $4,234,375   $1,249.14
  Stock, par value $1.00/share    shares
--------------------------------------------------------------------------------
(1)  Shares are being registered pursuant to the registrant's 1997 Nonstatutory
     Stock Option Plan.

(2)  The offering price per unit is the price at which the options may be
     exercised.
TEXAS REGIONAL BANCSHARES, INC.
                             CrossReference Sheet

                                   Between
                       Items of Form S-8 and Prospectus

ITEM
NUMBER        ITEMS IN FORM S-8            PROSPECTUS CAPTION
------        -----------------            ------------------
1(a)          General Plan Information     Introduction; Purpose; Option
                                           Period; Stock Option Committee;
                                           Supplemental Option Plan
                                           Information

1(b)          Securities to be Offered     Amount of Stock

1(c)          Employees Who May            Eligibility and Participation;
              Participate in the Plan      Options Discretionary

1(d)          Purchase of Securities       Eligibility and Participation;     
              Pursuant to the Plan and     Option Agreement; Price; Exercise  
              Payment for Securities       Period; Order of Exercise of Option
              Offered                      

1(e)          Resale Restrictions          Purpose; Option Agreement;
                                           Exercise Period; Termination of
                                           Employment; Assignability;
                                           Investment Purpose; Sale of Stock
                                           after Exercise of Option;
                                           Restrictions on Sale of Stock
                                           Received Upon Exercise

1(f)          Tax Effects of Plan          Supplemental Option Plan
              Participation                Information

1(g)          Investment of Funds          Not applicable

1(h)          Withdrawal from the          Termination of Employment;
              Plan--Assignment of          Assignability
              Interest

1(i)          Forfeiture and Penalties     Termination of Employment;
                                           Assignability

1(j)          Charges and Deductions and   Not applicable
              Liens Therefor       

2             Registrant Information and   Supplemental Option Plan
              Employee Plan Annual         Information             
              Information                  

                                      -2-
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.           INCORPORATION OF DOCUMENTS BY REFERENCE.

      Incorporated by reference in this Registration Statement are the following
documents which have been filed with the Commission:

      (a) Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1997.

      (b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year referred to in (a) above.

      (c) The descriptions of the common stock of Texas Regional Bancshares,
Inc., contained in filings made under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.

      All documents filed by Texas Regional Bancshares, Inc. pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to the Registration Statement which indicates that all securities
offered hereby have been sold or which de-registers all securities then
remaining unsold shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4.           DESCRIPTION OF SECURITIES.

      The securities registered pursuant to this registration statement are
shares of the Class A Voting Common Stock, which are registered pursuant to
Section 12 of the Exchange Act.

ITEM 5.           INTERESTS OF NAMED EXPERTS.

      McGinnis, Lochridge & Kilgore, L.L.P. will render an opinion to Texas
Regional Bancshares, Inc. with respect to the legality of the securities being
registered in this offering. In addition, members of the firm of McGinnis,
Lochridge & Kilgore, L.L.P. also provide general legal services to Texas
Regional and its subsidiaries. As of May 31, 1998, Joe M. Kilgore, a partner in
the law firm of McGinnis, Lochridge & Kilgore, L.L.P. and a director of Texas
Regional owned or controlled 293,174 shares (2.03%) of the issued and
outstanding Class A Voting Common Stock of Texas Regional. Included within this
total are 15,664 shares with respect to which Mr. Kilgore holds shared voting
power with other Trustees of the Company's Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 401(k) provisions) (the "KSOP"), as to which
Mr. Kilgore disclaims any beneficial ownership. As Trustee of the KSOP, Mr.
Kilgore also has the power to vote shares that the participants have not
designated a voting preference as and to the extent provided in the Plan.

                                      -3-
ITEM 6.           INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Article V of the Bylaws of the Company provides that each person who shall
have served as Director or Officer of the Company, or at its request as Director
or Officer of another corporation which it now owns or may hereafter own shares
of capital stock or of which it now is or may hereafter be a creditor, shall be
indemnified by the Company against expenses and costs (including attorneys'
fees) actually and necessarily incurred by him in connection with any claim
asserted against him, by action in court or otherwise, by reason of being or
having been such Director or Officer, except when in any court proceeding, he
shall have been adjudged guilty of negligence or misconduct in respect to the
matter in which indemnity is sought; provided, however, that the foregoing right
of indemnification is not exclusive of other rights to which he may be entitled
by law.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is thereby unenforceable.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable. No restricted securities are to be reoffered or resold
pursuant to this Registration Statement.

ITEM 8.           EXHIBITS

      4.1   Texas Regional Bancshares, Inc., 1997 Nonstatutory Stock Option Plan
            (incorporated by reference from Form S-1, Commission File No.
            333-41959).

     *4.2   Amendment No. 1 to Texas Regional Bancshares, Inc., 1997 
            Nonstatutory Stock Option Plan

      4.3   Articles of Incorporation of Texas Regional Bancshares, Inc.
            (incorporated by reference from Form 10, Commission File No.
            0-14517).

      4.4   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed December 28, 1983 (incorporated by reference from Form
            10, Commission File No. 0-14517).

      4.5   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed June 25, 1986 (incorporated by reference from Form S-1,
            Commission File No. 33-28340).

      4.6   Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed April 4, 1988 (incorporated by reference from Form S-1,
            Commission File No. 33-28340).

                                      -4-
4.7  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed April 12, 1991 (incorporated by reference from Form
            10-K, Commission File No. 0-14517).

       4.8  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., filed March 2, 1992 (incorporated by reference from Form 10-K,
            Commission File No. 0-14517).

      *4.9  Amendment to Articles of Incorporation of Texas Regional Bancshares,
            Inc., effective June 3, 1998.

       4.10 Resolution Eliminating from the Articles of Incorporation certain
            preferred series of shares of Texas Regional Bancshares, Inc., filed
            on February 21, 1995 (incorporated by reference from 1994 Form 10-K,
            Commission File No. 0-14517).

      *4.11 Amended and Restated Bylaws of Texas Regional Bancshares, Inc.

      *5.1  Opinion of McGinnis, Lochridge & Kilgore, L.L.P.

     *23.1  Consent of McGinnis, Lochridge & Kilgore, L.L.P. (included in
            opinion filed as Exhibit 5.1).

     *23.2  Consent of Independent Certified Public Accountants.

     *24.   Power of Attorney of Texas Regional Bancshares, Inc. (included on
            signature page below.)

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 in the 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.

                                      -5-
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Form S-3, Form S-8 or Form F-3 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.

      (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 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 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.

      (h) 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 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.

                                      -6-
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of McAllen, State of Texas, on June 9, 1998.

                                  TEXAS REGIONAL BANCSHARES, INC.
                                  (Registrant)

                                  By: /s/ G. E. RONEY
                                      Glen E. Roney,  Chairman of the
                                      Board, President & Chief Executive Officer

      Each of the directors of the registrant and each other person whose
signature appears below, by his execution hereof, constitutes and appoints Glen
E. Roney his attorney-in-fact, with power of substitution, to sign, in his
behalf individually and in each capacity stated below, and file all amendments
and post-effective amendments to, the Registration Statement, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission and such other applicable governmental/regulatory agencies,
hereby ratifying and confirming all that Glen E. Roney or his substitute or
substitutes, may do or cause to be done by virtue hereof, and the registrant
hereby confers like authority to sign and file on its behalf.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

       SIGNATURE                           TITLE                   DATE

/s/ G.E. RONEY                   Chairman of the Board,         June 9, 1998
Glen E. Roney                  President, Chief Executive
                                 Officer & Director
                             (Principal Executive Officer)

/s/ GEORGE R. CARRUTHERS         Executive Vice President       June 9, 1998
George R. Carruthers           & Chief Financial Officer
                             (Principal Financial Officer)

/s/ ANN M. SEFCIK           Controller & Assistant Secretary    June 9, 1998
Ann M. Sefcik                 (Principal Accounting Officer)

                                      -7-
/s/ MORRIS ATLAS                         Director               June 9, 1998
Morris Atlas

/s/ FRANK N. BOGGUS                      Director               June 9, 1998
Frank N. Boggus

/s/ ROBERT G. FARRIS                     Director               June 9, 1998
Robert G. Farris

/s/ JOE M. KILGORE                       Director               June 9, 1998
Joe M. Kilgore

/s/ C. KENNETH LANDRUM, M.D.             Director               June 9, 1998
C. Kenneth Landrum, M.D.

___________________________              Director                     , 1998
Julie G. Uhlhorn

/s/ JACK WHETSEL                         Director               June 9, 1998
Jack Whetsel

                                      -8-
------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

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

                                   FORM S-8

                            REGISTRATION STATEMENT

                                    Under

                          THE SECURITIES ACT OF 1933

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

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

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

                                   EXHIBITS

------------------------------------------------------------------------------
INDEX TO EXHIBITS

EXHIBIT NUMBER                   DESCRIPTION
--------------                   -----------

      4.1         Texas Regional  Bancshares,  Inc., 1997  Nonstatutory  Stock
                  Option  Plan  (incorporated  by  reference  from  Form  S-1,
                  Commission File No. 333-41959).

      *4.2        Amendment No. 1 to Texas  Regional  Bancshares,  Inc.,
                  1997 Nonstatutory Stock Option Plan

      4.3         Articles  of  Incorporation  of Texas  Regional  Bancshares,
                  Inc.  (incorporated  by reference  from Form 10,  Commission
                  File No. 0-14517).

      4.4         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 0-14517).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 25, 1986 (incorporated by
                  reference from Form S-1, Commission File No. 33-28340).

      4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 4, 1988 (incorporated by
                  reference from Form S-1, Commission File No. 33-28340).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 0-14517).

      4.8         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 0-14517).

      *4.9        Amendment  to Articles of  Incorporation  of Texas  Regional
                  Bancshares, Inc., effective June 3, 1998.

      4.10        Resolution Eliminating from the Articles of Incorporation
                  certain preferred series of shares of Texas Regional
                  Bancshares, Inc., filed on February 21, 1995 (incorporated by
                  reference from 1994 Form 10-K, Commission File No. 0-14517).

      *4.11       Amended and Restated  Bylaws of Texas  Regional  Bancshares,
                  Inc.

      *5.1        Opinion of McGinnis, Lochridge & Kilgore, L.L.P.
INDEX TO EXHIBITS
                                   (cont'd)

EXHIBIT NUMBER                    DESCRIPTION
--------------                    -----------

      *23.1       Consent of McGinnis,  Lochridge & Kilgore,  L.L.P. (included
                  in opinion filed as Exhibit 5.1).

      *23.2       Consent of Independent Certified Public Accountants.

      *24         Power  of  Attorney  of  Texas  Regional  Bancshares,   Inc.
                  (included on signature page)

*Filed herewith.