As filed with the Securities and Exchange Commission on ______________, 1999

                                                    Registration No.____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                      FVNB CORP.
              (Exact name of issuer as specified in its charter)

                        TEXAS                          74-2871063
           (State or other jurisdiction of          (I.R.S. Employer
           incorporation or organization)          Identification No.)

                  101 S. MAIN STREET, VICTORIA, TEXAS 77901
             (Address of principal executive offices) (Zip Code)

                         FVNB CORP. STOCK INCENTIVE PLAN
                            (Full title of the plan)

David M. Gaddis                                 With copies to:
President and Chief Executive Officer           Cary Plotkin Kavy
FVNB Corp.                                      Cox & Smith Incorporated
101 S. Main Street                              112 E. Pecan Street, Suite 1800
Victoria, Texas  77901                          San Antonio, Texas 78205
(512) 573-6321                                  (210) 554-5500
    (Name, address and telephone number, including area code, of agent for
service)
<TABLE>
<CAPTION>
                                      CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                Proposed       Proposed
                                                Maximum        Maximum           Amount of
Title of Securities              Amount to be   Offering Price Aggregate         Registration Fee
to be Registered                 Registered(1)  per Share(2)   Offering Price(2) Fee
--------------------------------------------------------------------------------------------------
<S>                              <C>            <C>            <C>               <C>      
Common Stock                     400,000        $33.50(3)      $13,400,000.00    $3,725.20
par value $0.01
per share
</TABLE>
(1) Plus such indeterminate number of additional shares of common stock as may
be issuable by reason of the operation of the anti-dilution provisions of the
Plan.

(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are (a) calculated, pursuant to Rule 457 (h) (1), by
multiplying the number or shares to be registered by the average of the high and
low prices of a share of Common Stock, as reported on NASDAQ, on March 23, 1999,
which was $33.50, and (b) provided herein for the sole purpose of determining
the registration fee.
<PAGE>
                                 PART I

         INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     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 1 of Form S-8 and Rule 428 promulgated under the Securities Act of
      1933, as amended (the "Securities Act").

                                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 FVNB Corp., a Texas corporation (the "Company" or
"Registrant"), are incorporated herein by reference:

      (a) The Company's Form S-4 Registration Statement Number 333-47939 filed
      with the Commission on April 8, 1998.

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 1998 filed with the Commission on November 16, 1998.

      (c) The Company's Current Report on Form 8-K dated January 24, 1999 filed
      with the Commission on January 28, 1999.

      (d) The Company's Current Report on Form 8-K dated January 29, 1999 filed
      with the Commission on February 3, 1999.

      (e) The Company's Current Report on Form 8-K dated February 16, 1999 filed
      with the Commission on February, 22, 1999.

      (f) The Company's Amendment to Current Report on Form 8-K filed on
      February 26, 1999.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date this Registration Statement is filed with the
Commission and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement 

                                       2
<PAGE>
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by the Texas Business Corporation Act (the "TBCA"), the
Company's Articles of Incorporation provide that a director of the Company shall
not be liable to the Company or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a transaction for which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office, or (iv) for an act or omission
for which the liability of the director is expressly provided by an applicable
statute. In addition, Article 2.02-1 of the TBCA ("Article 2.02-1"), the
Company's Articles of Incorporation and the Company's By-laws (the "By-laws"),
under certain circumstances, provide for the indemnification of the Company's
officers and directors against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided under the TBCA is contained herein, but that description is qualified
in its entirety by reference to the TBCA.

      In general, under Article 2.02-1, any director, officer, employee or agent
of a Texas corporation may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys' fees) incurred in connection with a legal
proceeding to which he was a party as a result of such relationship, if he acted
in good faith and reasonably believed that in the case of conduct in his
official capacity as a director, officer, employee or agent of the corporation,
that his conduct was in the corporation's best interests, and in all other
cases, that his conduct was at least not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, that he had
no reasonable cause to believe his conduct was unlawful.

                                       3
<PAGE>
      Under Article 2.02-1, a determination of indemnification must be made (i)
by a majority vote of a quorum of the board of directors who at the time of the
vote are not named defendants or respondents in the proceeding, (ii) if such a
quorum is unobtainable, a majority vote of a committee of the board of
directors, (iii) by independent legal counsel or (iv) by the shareholders in a
vote that excludes the shares held by directors who are named defendants or
respondents in the proceeding. A Texas corporation must indemnify a director,
officer, employee or agent of the corporation who is successful, on the merits
or otherwise, in the defense of the proceeding.

      Article 2.02-1 permits a Texas corporation to advance funds to pay the
reasonable expenses of any director, officer, employee or agent of the
corporation involved in such action provided that the corporation receives a
written affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification specified by Article 2.02-1
and a written undertaking that the person will repay the advanced funds unless
it is ultimately determined that he is not entitled to indemnification.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), 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 Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

   NUMBER                                   DOCUMENT
   4.1*          Articles of Incorporation of the Registrant (filed as Exhibit
                 3.1 to the Registrant's registration statement on Form S-4
                 (333-47939) filed on March 13, 1998 and incorporated herein by
                 reference)

   4.2*          By-laws of the Registrant (filed as Exhibit 3.2 to the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated herein by reference)

   5.1           Opinion of Cox & Smith Incorporated as to the legality of the
                 Common Stock being registered (filed herewith)

   10.1*         FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated
                 herein by reference

   23.2          Consent of Cox & Smith Incorporated is included in Exhibit 5.1
                 filed herewith

                                       4
<PAGE>
   24.1          Powers  of Attorney (included on page 7 of this
                 Registration Statement)

---------------
* previously filed


ITEM 9.  UNDERTAKINGS.

      (a)   The Registrant undertakes the following:

            (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 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
this Registration Statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

                                       5
<PAGE>
      (c) Insofar as indemnification for liabilities arising under the
Securities Act 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 the 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 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 it 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 duly
authorized, in Victoria, Texas on March 24, 1999.

                                    FVNB CORP.


                                    By:/S/ DAVID M. GADDIS  
                                           David M. Gaddis
                                           President and Chief Executive Officer

                           POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears
hereinbelow constitutes and appoints DAVID M. GADDIS his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

                                       7
<PAGE>
      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 24, 1999.

      SIGNATURE                     NAME AND TITLE          DATE


/S/ DAVID M. GADDIS           President (Principal          March 24, 1999
David M. Gaddis               Executive Officer)
                              and Director


/S/ C. DEE HARKEY             Secretary-Treasurer           March 24, 1999
C. Dee Harkey                 (Principal Financial
                              Officer)

________________________      Director                      ______________
Michael S. Anderson


/S/ O. D. EDWARDS, JR.        Director                      March 24, 1999
O. D. Edwards


________________________      Director                      ______________
David P. Engel


/S/ WALTER T. HAENGGI         Director                      March 24, 1999
Walter T. Haenggi


/S/ ROBERT L. HALEPESKA       Director                      March 24, 1999
Robert L. Halepeska


________________________      Director                      ______________
Thomas Lane Keller


/S/ JAMES ROBERT MCCAN        Director                      March 24, 1999
James Robert "Bob" McCan


/S/ J. E. MCCORD              Director                      March 24, 1999
J. E. McCord

                                       8
<PAGE>
/S/ THOMAS M. O'CONNOR        Director                      March 24, 1999
Thomas M. O'Connor


/S/ BILLY RUDDOCK             Director                      March 24, 1999
Billy Ruddock


________________________      Director                      ______________
Roger Welder

                                       9
<PAGE>
                             EXHIBIT INDEX




   NUMBER                                   DOCUMENT
   4.1*          Articles of Incorporation of the Registrant (filed as Exhibit
                 3.1 to the Registrant's registration statement on Form S-4
                 (333-47939) filed on March 13, 1998 and incorporated herein by
                 reference)

   4.2*          By-laws of the Registrant (filed as Exhibit 3.2 to the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated herein by reference)

   5.1           Opinion of Cox & Smith Incorporated as to the legality of the
                 Common Stock being registered (filed herewith)

   10.1*         FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated
                 herein by reference

   23.2          Consent of Cox & Smith Incorporated is included in Exhibit 5.1
                 filed herewith

   24.1          Powers  of Attorney (included on page 7 of this
                 Registration Statement)

---------------
* Incorporated herein by reference

                                       10
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{"company-data": {"conformed-name": "FVNB CORP", "cik": "0001057437", "assigned-sic": "6021", "irs-number": "742871063", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75029", "film-number": "99572690"}, "business-address": {"street1": "101 S MAIN STREET", "city": "VICTORIA", "state": "TX", "zip": "77901", "phone": "5125736321"}, "mail-address": {"street1": "101 S MAIN STREET", "city": "VICTORIA", "state": "TX", "zip": "77901"}}
As filed with the Securities and Exchange Commission on ______________, 1999

                                                    Registration No.____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
           REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                      FVNB CORP.
              (Exact name of issuer as specified in its charter)

                        TEXAS                          74-2871063
           (State or other jurisdiction of          (I.R.S. Employer
           incorporation or organization)          Identification No.)

                  101 S. MAIN STREET, VICTORIA, TEXAS 77901
             (Address of principal executive offices) (Zip Code)

                         FVNB CORP. STOCK INCENTIVE PLAN
                            (Full title of the plan)

David M. Gaddis                                 With copies to:
President and Chief Executive Officer           Cary Plotkin Kavy
FVNB Corp.                                      Cox & Smith Incorporated
101 S. Main Street                              112 E. Pecan Street, Suite 1800
Victoria, Texas  77901                          San Antonio, Texas 78205
(512) 573-6321                                  (210) 554-5500
    (Name, address and telephone number, including area code, of agent for
service)
CALCULATION OF REGISTRATION FEE
-------------------------------------------------------------------------------------------------
                                                Proposed       Proposed
                                                Maximum        Maximum           Amount of
Title of Securities              Amount to be   Offering Price Aggregate         Registration Fee
to be Registered                 Registered(1)  per Share(2)   Offering Price(2) Fee
--------------------------------------------------------------------------------------------------
Common Stock                     400,000        $33.50(3)      $13,400,000.00    $3,725.20
par value $0.01
per share
(1) Plus such indeterminate number of additional shares of common stock as may
be issuable by reason of the operation of the anti-dilution provisions of the
Plan.

(2) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are (a) calculated, pursuant to Rule 457 (h) (1), by
multiplying the number or shares to be registered by the average of the high and
low prices of a share of Common Stock, as reported on NASDAQ, on March 23, 1999,
which was $33.50, and (b) provided herein for the sole purpose of determining
the registration fee.
PART I

         INFORMATION REQUIRED IN THE SECTION 10 (a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*     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 1 of Form S-8 and Rule 428 promulgated under the Securities Act of
      1933, as amended (the "Securities Act").

                                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 FVNB Corp., a Texas corporation (the "Company" or
"Registrant"), are incorporated herein by reference:

      (a) The Company's Form S-4 Registration Statement Number 333-47939 filed
      with the Commission on April 8, 1998.

      (b) The Company's Quarterly Report on Form 10-Q for the quarter ended
      September 30, 1998 filed with the Commission on November 16, 1998.

      (c) The Company's Current Report on Form 8-K dated January 24, 1999 filed
      with the Commission on January 28, 1999.

      (d) The Company's Current Report on Form 8-K dated January 29, 1999 filed
      with the Commission on February 3, 1999.

      (e) The Company's Current Report on Form 8-K dated February 16, 1999 filed
      with the Commission on February, 22, 1999.

      (f) The Company's Amendment to Current Report on Form 8-K filed on
      February 26, 1999.

      All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the date this Registration Statement is filed with the
Commission and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement 

                                       2
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.

ITEM 4.  DESCRIPTION OF SECURITIES.

      Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

      Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      As permitted by the Texas Business Corporation Act (the "TBCA"), the
Company's Articles of Incorporation provide that a director of the Company shall
not be liable to the Company or its shareholders for monetary damages for an act
or omission in the director's capacity as a director, except for liability (i)
for breach of the duty of loyalty to the Company or its shareholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for a transaction for which the director
received an improper benefit, whether or not the benefit resulted from an action
taken within the scope of the director's office, or (iv) for an act or omission
for which the liability of the director is expressly provided by an applicable
statute. In addition, Article 2.02-1 of the TBCA ("Article 2.02-1"), the
Company's Articles of Incorporation and the Company's By-laws (the "By-laws"),
under certain circumstances, provide for the indemnification of the Company's
officers and directors against liabilities which they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided under the TBCA is contained herein, but that description is qualified
in its entirety by reference to the TBCA.

      In general, under Article 2.02-1, any director, officer, employee or agent
of a Texas corporation may be indemnified against judgments, penalties
(including excise and similar taxes), fines, settlements and reasonable expenses
(including court costs and attorneys' fees) incurred in connection with a legal
proceeding to which he was a party as a result of such relationship, if he acted
in good faith and reasonably believed that in the case of conduct in his
official capacity as a director, officer, employee or agent of the corporation,
that his conduct was in the corporation's best interests, and in all other
cases, that his conduct was at least not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, that he had
no reasonable cause to believe his conduct was unlawful.

                                       3
Under Article 2.02-1, a determination of indemnification must be made (i)
by a majority vote of a quorum of the board of directors who at the time of the
vote are not named defendants or respondents in the proceeding, (ii) if such a
quorum is unobtainable, a majority vote of a committee of the board of
directors, (iii) by independent legal counsel or (iv) by the shareholders in a
vote that excludes the shares held by directors who are named defendants or
respondents in the proceeding. A Texas corporation must indemnify a director,
officer, employee or agent of the corporation who is successful, on the merits
or otherwise, in the defense of the proceeding.

      Article 2.02-1 permits a Texas corporation to advance funds to pay the
reasonable expenses of any director, officer, employee or agent of the
corporation involved in such action provided that the corporation receives a
written affirmation by the director of his good faith belief that he has met the
standard of conduct necessary for indemnification specified by Article 2.02-1
and a written undertaking that the person will repay the advanced funds unless
it is ultimately determined that he is not entitled to indemnification.

            Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), 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 Securities Act and is, therefore,
unenforceable.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8.  EXHIBITS.

   NUMBER                                   DOCUMENT
   4.1*          Articles of Incorporation of the Registrant (filed as Exhibit
                 3.1 to the Registrant's registration statement on Form S-4
                 (333-47939) filed on March 13, 1998 and incorporated herein by
                 reference)

   4.2*          By-laws of the Registrant (filed as Exhibit 3.2 to the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated herein by reference)

   5.1           Opinion of Cox & Smith Incorporated as to the legality of the
                 Common Stock being registered (filed herewith)

   10.1*         FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated
                 herein by reference

   23.2          Consent of Cox & Smith Incorporated is included in Exhibit 5.1
                 filed herewith

                                       4
24.1          Powers  of Attorney (included on page 7 of this
                 Registration Statement)

---------------
* previously filed

ITEM 9.  UNDERTAKINGS.

      (a)   The Registrant undertakes the following:

            (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 (the "Securities Act");

                  (ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration
Statement;

                  (iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement.

PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
this Registration Statement is on Form S-3 or S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") that are
incorporated by reference in this Registration Statement.

            (2) That, for the purpose of determining any liability under the
Securities Act, 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this 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.

                                       5
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 the 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 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 it 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 duly
authorized, in Victoria, Texas on March 24, 1999.

                                    FVNB CORP.

                                    By:/S/ DAVID M. GADDIS  
                                           David M. Gaddis
                                           President and Chief Executive Officer

                           POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS: That each person whose signature appears
hereinbelow constitutes and appoints DAVID M. GADDIS his or her true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his or her substitute or substitutes may lawfully do or cause to be
done by virtue hereof.

                                       7
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on March 24, 1999.

      SIGNATURE                     NAME AND TITLE          DATE

/S/ DAVID M. GADDIS           President (Principal          March 24, 1999
David M. Gaddis               Executive Officer)
                              and Director

/S/ C. DEE HARKEY             Secretary-Treasurer           March 24, 1999
C. Dee Harkey                 (Principal Financial
                              Officer)

________________________      Director                      ______________
Michael S. Anderson

/S/ O. D. EDWARDS, JR.        Director                      March 24, 1999
O. D. Edwards

________________________      Director                      ______________
David P. Engel

/S/ WALTER T. HAENGGI         Director                      March 24, 1999
Walter T. Haenggi

/S/ ROBERT L. HALEPESKA       Director                      March 24, 1999
Robert L. Halepeska

________________________      Director                      ______________
Thomas Lane Keller

/S/ JAMES ROBERT MCCAN        Director                      March 24, 1999
James Robert "Bob" McCan

/S/ J. E. MCCORD              Director                      March 24, 1999
J. E. McCord

                                       8
/S/ THOMAS M. O'CONNOR        Director                      March 24, 1999
Thomas M. O'Connor

/S/ BILLY RUDDOCK             Director                      March 24, 1999
Billy Ruddock

________________________      Director                      ______________
Roger Welder

                                       9
EXHIBIT INDEX

   NUMBER                                   DOCUMENT
   4.1*          Articles of Incorporation of the Registrant (filed as Exhibit
                 3.1 to the Registrant's registration statement on Form S-4
                 (333-47939) filed on March 13, 1998 and incorporated herein by
                 reference)

   4.2*          By-laws of the Registrant (filed as Exhibit 3.2 to the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated herein by reference)

   5.1           Opinion of Cox & Smith Incorporated as to the legality of the
                 Common Stock being registered (filed herewith)

   10.1*         FVNB Corp. Stock Incentive Plan (filed as exhibit 10.1 of the
                 Registrant's registration statement on Form S-4 (333-47939)
                 filed on March 13, 1998 and incorporated
                 herein by reference

   23.2          Consent of Cox & Smith Incorporated is included in Exhibit 5.1
                 filed herewith

   24.1          Powers  of Attorney (included on page 7 of this
                 Registration Statement)

---------------
* Incorporated herein by reference

                                       10