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<CENTER>As filed with the Securities and Exchange Commission on April 11, 2000</CENTER>
</FONT>

<P ALIGN=RIGHT><FONT SIZE="-1">	Registration No. 333- &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                     </FONT>
<HR NOSHADE><CENTER><FONT SIZE="+1"><STRONG>SECURITIES AND EXCHANGE COMMISSION</STRONG></FONT></CENTER>


<P><CENTER><STRONG>Washington, DC  20549</STRONG></CENTER>
</P>

<P><CENTER><U>                                             </U></CENTER>
</P>
<P><CENTER><FONT SIZE="+1"><STRONG>REGISTRATION STATEMENT ON</CENTER>
</STRONG></FONT></P>

<P ALIGN="CENTER"><FONT SIZE="+1"><STRONG>FORM S-8</STRONG></FONT></P>

<P><FONT SIZE="+1"><STRONG><CENTER>UNDER THE SECURITIES ACT OF 1933</STRONG></FONT></CENTER>
</P>

<P><CENTER><U>                                             </U></CENTER>
</P>
<P><CENTER><FONT SIZE="+1"><STRONG>THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY</STRONG></FONT></CENTER>
</P>

<P><CENTER>(Exact name of registrant as specified in its charter)</CENTER>
</P>

<TABLE  width="100%">
	<TR ALIGN=CENTER>
		<TD WIDTH=50%>
			<STRONG>Delaware</STRONG>
		</TD>
		<TD WIDTH=50%>
			<STRONG>36-4153491</STRONG>
		</TD>
	</TR>
	<TR ALIGN=CENTER VALIGN=TOP>
		<TD WIDTH=50%>
			(State or other jurisdiction of incorporation or organization)
		</TD>
		<TD WIDTH=50%>
			(I.R.S. Employer Identification No.)
		</TD>
	</TR>
</TABLE>

<TABLE  width="100%"><BR>
	<TR ALIGN=CENTER>
		<TD WIDTH=50%>
			<STRONG>2900 Texas Avenue, Bryan, Texas</STRONG>
		</TD>
		<TD WIDTH=50%>
			<STRONG>    77802 </STRONG>
		</TD>
	</TR>
	<TR ALIGN=CENTER>
		<TD WIDTH=50%>
				   (Address of principal executive offices)
		</TD>
		<TD WIDTH=50%>
				(Zip Code)
		</TD>
	</TR>
</TABLE>

<P><CENTER><FONT SIZE="+1"><STRONG>THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY </CENTER></STRONG></FONT><FONT SIZE="+1"><STRONG><CENTER>1998 STOCK OPTION AND INCENTIVE PLAN</STRONG></FONT></CENTER>
<CENTER>(Full title of the plan)</CENTER>
<P ALIGN="CENTER"><STRONG>Dave M. Muchnikoff, P.C.</STRONG>
<STRONG><CENTER>Silver, Freedman &amp; Taff, L.L.P.</CENTER>
</STRONG>
<STRONG><CENTER>(a limited liability partnership including professional corporations)</CENTER>
</STRONG>

<STRONG><CENTER>7<SUP>th</SUP> Floor - East Tower</CENTER>
</STRONG>

<STRONG><CENTER>1100 New York Avenue, NW</CENTER>
</STRONG>

<STRONG><CENTER>Washington, DC  20005</STRONG></CENTER>


<CENTER>(Name and address of agent for service)
<P><CENTER><STRONG>(202) 414-6100</STRONG></CENTER>


<CENTER>(Telephone number, including area code, of agent for service)</CENTER>
</P>
<TABLE ALIGN="CENTER" WIDTH="100%">
<TR VALIGN="TOP">
<TD COLSPAN="5" ALIGN="CENTER"><FONT SIZE="-1"><STRONG>CALCULATION OF REGISTRATION FEE</STRONG></FONT><HR NOSHADE></TD></TR>

<TR VALIGN="BOTTOM">
<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Title of securities to be registered<HR NOSHADE></TD>

<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount to be<BR><FONT SIZE="-1"><STRONG>registered</STRONG><SUP>(1)</SUP></FONT><HR NOSHADE></TD>

<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed maximum<BR></STRONG></FONT>
<FONT SIZE="-1"><STRONG>offering price<BR></STRONG></FONT>
<FONT SIZE="-1"><STRONG>per share</STRONG></FONT><HR NOSHADE></TD>

<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Proposed maximum</STRONG></FONT><BR>
<FONT SIZE="-1"><STRONG>aggregate</STRONG></FONT><BR><FONT SIZE="-1"><STRONG>offering price</STRONG></FONT><HR NOSHADE></TD>

<TD ALIGN="CENTER"><FONT SIZE="-1"><STRONG>Amount of<BR><FONT SIZE="-1"><STRONG>registration fee</STRONG></FONT><HR NOSHADE></TD></TR>
	<TR>
<TD><FONT SIZE="-1">Common Stock, par value $.01 per share</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">40,000  shares</FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1"><SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">$291,313<SUP>(2)</SUP></FONT></TD>
<TD ALIGN="CENTER"><FONT SIZE="-1">            $85<SUP>(2)</SUP></FONT></TD></TR>
</TABLE>
<HR NOSHADE SIZE=5>
<P ALIGN=LEFT><FONT SIZE="-1"></FONT><FONT SIZE="-1">_____________________</FONT></P>

<TABLE  width="100%">
	<TR VALIGN=TOP>
		<TD WIDTH=5%>
			(1)
		</TD>
		<TD WIDTH=95%>
		Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number
of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the stock option plan,
may become subject to the stock option plan.<BR><BR>
		</TD>
	</TR>
	<TR VALIGN=TOP>
		<TD >
			(2)
		</TD>
		<TD >
		Pursuant to Rule 457(h), of the 40,000 shares being registered hereby (i) 27,250 shares are subject to options with an exercise
price of $8.00 per share ($218,000 in the aggregate) and (ii) the remaining 12,750 shares which have not been awarded to date
are being registered based upon the average of the bid and ask prices of the common stock on the OTC Electronic Bulletin
Board of $7.88 per share on April 6, 2000.<BR><BR>
		</TD>
	</TR>
</TABLE></CENTER>
<A HREF="#I-1">NEXT PAGE</A><BR><BR><BR><BR><BR><BR>

<A NAME="I-1"></A><P><CENTER><STRONG>PART&nbsp;I</STRONG></CENTER>
</P>
<P><CENTER><STRONG>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</STRONG></CENTER>
</P>
<P>		</P>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;		The document(s) containing the information specified in Part I of the Form S-8 will be sent
or given to participants in The Bryan-College Station Financial Holding Company 1998 Stock
Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
of this Registration Statement) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.</P><BR><BR>
<CENTER>I-1</CENTER><HR NOSHADE SIZE=5>
<A HREF="#I-2">NEXT PAGE</A><BR><BR><BR><BR><BR><BR>

<A NAME="I-2"></A>
<P><CENTER><STRONG>PART&nbsp;II</STRONG></CENTER>
</P>
<P><CENTER><STRONG>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</STRONG></CENTER>
</P>
<P>Item 3.	<U>Incorporation of Documents by Reference</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	The following documents previously or concurrently filed by The Bryan-College Station
Financial Holding Company ("The Bryan-College Station") with the Commission are hereby
incorporated by reference in this Registration Statement and the prospectus to which this
Registration Statement relates:<BR>
<BR>
<TABLE  width="100%">
	<TR VALIGN TOP><TD  WIDTH=5%>(a)	</TD>
		<TD WIDTH=95%>
		The Bryan-College Station's Annual Report on Form 10-KSB for the fiscal year ended
            September 30, 1999 (File No. 0-23323) filed pursuant to the Securities and Exchange Act of
            1934, as amended (the "Exchange Act");	<BR><BR></TD></TR>

	<TR VALIGN TOP>
		<TD  WIDTH=5%>(b)	</TD>
		<TD  WIDTH=95%>		all reports filed by The Bryan-College Station pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report referred to above;
and	<BR><BR></TD></TR>

	<TR VALIGN TOP><TD WIDTH=5%>(c)	</TD>

			<TD WIDTH=95%>the description of the common stock contained in The Bryan-College Station's Registration
Statement on Form 8-A dated November 6, 1997 (and any amendments or reports filed for
the purpose of updating such description.)	</TD>
		</TD></TR>
</TABLE>



<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	All documents subsequently filed by The Bryan-College Station with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the prospectus to be a part hereof and thereof from the date of the filing
of such documents.  Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the prospectus.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	The Bryan-College Station shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy of any or all of the
documents incorporated by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference to the information that is incorporated).  Requests should
be directed to: Charles Neelley, Secretary, The Bryan-College Station Financial Holding Company,
2900 Texas Avenue, Bryan, Texas 77802, telephone number (409) 779-2900.</P><BR><BR><CENTER>II-1</CENTER><HR NOSHADE SIZE=5>
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<A NAME="II-2"></A>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	All information appearing in this Registration Statement and the prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.</P>
<P>Item 4.	<U>Description of Securities</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	  Not Applicable.</P>
<P>Item 5.	<U>Interests of Named Experts and Counsel</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	  Not Applicable.</P>
<P>Item 6.	<U>Indemnification of Directors and Officers</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Article Eleven of The Bryan-College Station's Certificate of Incorporation provides for
indemnification of directors and officers of The Bryan-College Station against all expense, liability
and loss (including attorneys' fees, court costs, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and such law cannot be
varied by contract or bylaw.  Article Eleven also provides for the authority to purchase insurance
with respect to the indemnification of directors and officers of The Bryan-College Station.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Section 145 of the General Corporation Law of the State of Delaware authorizes a
corporation's board of directors to grant indemnity under certain circumstances to directors and
officers, when made, or threatened to be made, parties to certain proceedings by reason of such status
with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against expenses actually
and reasonably incurred in defense of a proceeding by or on behalf of the corporation.  Similarly, the
corporation, under certain circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the corporation, when such
persons are made, or threatened to be made, parties to certain proceedings by reason of such status,
against judgments, fines, settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and reasonably incurred
in connection with the defense or settlement of a proceeding by or in the right of such other
corporation or enterprise.  Indemnification is permitted where such person (i)&nbsp;was acting in good
faith; (ii)&nbsp;was acting in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise, as appropriate; and (iii)&nbsp;with respect
to a criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful and was
not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where
the proceeding was brought determines that such person is fairly and reasonably entitled to
indemnity).</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Unless ordered by a court, indemnification may be made only following a determination that
such indemnification is permissible because the person being indemnified has met the requisite
standard of conduct.  Such determination may be made (i)&nbsp;by the board of directors of the
corporation by a majority vote of a quorum consisting of directors not at the time parties to such
proceeding; (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent
legal counsel in a written opinion; or (iii)&nbsp;by the stockholders.</P><BR><BR><CENTER>II-2</CENTER>
<A HREF="#II-3">NEXT PAGE</A><BR><BR><BR><BR><BR><BR>

<A NAME="II-3"></A><HR NOSHADE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	Section 145 also permits expenses incurred by directors and officers in defending a
proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon
the receipt of an undertaking by the director or officer to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by the corporation against such expenses.
  </P>

<P>Item 7.	<U>Exemption from Registration Claimed</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	 Not applicable.</P>
<P>Item 8.	<U>Exhibits</U>.</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	See the Exhibits Index to this Registration Statement.</P>
<P>Item 9.	<U>Undertakings</U>.</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=5%></TD>
<TD WIDTH=5%>(a)</TD><TD WIDTH=90%>	The undersigned Registrant hereby undertakes:</TD></TR></TABLE>
<BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD>
<TD WIDTH=5%>	(1)</TD><TD WIDTH=85%>To file, during any period in which offers or sales are being made, a post-effective
amendment to this Registration Statement:</TD></TR></TABLE><BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=80%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	(i)  To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;</TD></TR></TABLE><BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=80%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	(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; 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) 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.</TD></TR></TABLE><BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=5%></TD><TD WIDTH=80%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;		(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.<BR><BR>provided, however, that clauses (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 <BR><BR><CENTER>II-3</CENTER>
<A HREF="#II-4">NEXT PAGE</A><BR><BR><BR><BR><BR><BR>

<A NAME="II-4"></A><HR NOSHADE>
<BR><BR>or Section 15(d) of the Exchange Act of
1934 that are incorporated by reference in the registration statement.</TD></TR></TABLE><BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD>
<TD WIDTH=5%>	(2)</TD><TD WIDTH=85%>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 <U>bona</U> <U>fide</U> offering thereof.</TD></TR></TABLE><BR>

<TABLE WIDTH=100%><TR VALIGN=TOP><TD WIDTH=5%></TD><TD WIDTH=5%></TD>
<TD WIDTH=5%>	(3)</TD><TD WIDTH=85%>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.</TD></TR></TABLE><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=5%></TD>
<TD WIDTH=5%>(b)</TD><TD WIDTH=90%>	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 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 <U>bona</U> <U>fide</U> offering thereof.</TD></TR></TABLE>
<BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=5%></TD>
<TD WIDTH=5%>(c)</TD><TD WIDTH=90%>	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
Commission such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of expenses incurred or paid by a
director, officer or controlling person 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
Securities Act of 1933 and will be governed by the final adjudication of such issue.</TD></TR></TABLE><BR><BR><CENTER>II-4</CENTER>
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<A NAME="II-5"></A>
<HR NOSHADE>
<BR><BR>
<CENTER><STRONG>SIGNATURES</STRONG></CENTER><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<EM>The Registrant.</EM>  Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the City of Bryan, State of Texas, on April 11, 2000.<BR><BR>


<TABLE WIDTH=100%>
<TR VALIGN=TOP><TD WIDTH=50%></TD>
<TD WIDTH=50%><STRONG>THE BRYAN-COLLEGE STATION<BR></STRONG>

						<STRONG>	FINANCIAL HOLDING COMPANY</STRONG></TD></TR>


<TR VALIGN=TOP><TD WIDTH=50%></TD>
<TD WIDTH=50%><BR>By:	<U>/s/ J. Stanley Stephen      	</U><BR>
J. Stanley Stephen, President and Chief<BR>
Executive Officer<BR><EM>(Duly Authorized Representative)</EM></TD></TABLE><BR>

<STRONG></STRONG><STRONG><CENTER>POWER OF ATTORNEY</STRONG></CENTER><BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;	KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints J. Stanley Stephen and William Wantuck, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his 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 all
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 might or could
do in person, hereby ratifying and confirming said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the date indicated.<BR>
<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD>By:  <U>/s/ J. Stanley Stephen                              </U></TD>
<TD>By:  <U> /s/ Richard L. Peacock                        </U></TD></TR>
<TR VALIGN="TOP"><TD>        J. Stanley Stephen, President and Chief

        Executive Officer

        <EM>(Principal Executive Officer)</EM></TD>

<TD>       Richard L. Peacock, Chairman of the

        Board<BR>
<BR></TD></TR>
<TR VALIGN="TOP"><TD>Date: April 11, 2000</TD>

<TD>Date: April 11, 2000<BR><BR></TD></TR>
<BR><BR><CENTER>II-5</CENTER>
<A HREF="#II-6">NEXT PAGE</A><BR><BR><BR><BR><BR><BR>

<A NAME="II-6"></A><HR NOSHADE><TR VALIGN="TOP"><TD> By:  <U>/s/ Helen Chavarria                                </U></TD>

<BR><BR><TD>By:  <U>/s/ Ernest A. Wentrcek                         </U></TD></TR>
<TR VALIGN="TOP"><TD>       Helen Chavarria, Director
</TD>

<TD>       Ernest A. Wentrcek, Director
<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD>Date: April 11, 2000</TD>

<TD>Date: April 11, 2000<BR><BR></TD></TR>
<TR VALIGN="TOP"><TR VALIGN="TOP"><TD>By:  <U>/s/ Ken L. Hayes                                       </U></TD>
<TD>By:  <U>/s/ Charles Neelley                               </U></TD></TR>
<TR VALIGN="TOP"><TD>       Ken L. Hayes, Director</TD>

<TD>       Charles Neelley, Director,
 Secretary and Treasurer of the Board of Directors<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD>Date: April 11, 2000</TD>
<TD>Date: April 11, 2000<BR><BR></TD>
<TR VALIGN="TOP"><TD>
By:  <U>/s/ Roland Ruffino                               </U></TD>
<TD>By:  <U>/s/ George Koenig                                </U></TD></TR>
<TR VALIGN="TOP"><TD>        Roland Ruffino, Director</TD>
<TD>       George Koenig, Director and

        Executive Vice President<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD> Date: April 11, 2000</TD>
<TD>Date: April 11, 2000<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD>By:  <U>/s/ Joseph W. Krolczyk                      </U></TD>
<TD>By:  <U>/s/ Robert H. Conaway                         </U></TD></TR>
<TR VALIGN="TOP"><TD>        Joseph W. Krolczyk, Director</TD>
<TD>        Robert H. Conaway, Director<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD>Date: April 11, 2000</TD>
<TD>Date: April 11, 2000<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD>By:  <U>/s/ William Wantuck                          </U></TD>
<TD>By:  <U>/s/ Gary Snoe                                       </U></TD></TR>
<TR VALIGN="TOP"><TD>       William Wantuck

       (<EM>Principal Financial and<BR></EM>

<EM>       Accounting Officer)</EM><BR><BR></TD>
<TD>       Gary Snoe, Director</TD></TR>
<TR VALIGN="TOP"><TD>Date: April 11, 2000</TD>
<TD>Date: April 11, 2000</TD></TR></TABLE><BR><BR><CENTER>II-6</CENTER>
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<A NAME="II-7"></A><HR NOSHADE>
</P><CENTER><STRONG>EXHIBIT INDEX</STRONG></CENTER>
</P>

<TABLE WIDTH="100%">
<TR VALIGN="TOP"><TD ALIGN="CENTER"><BR>Exhibit

Number<HR NOSHADE>

</TD>
<TD>
<BR>
<BR>
<CENTER>Document</CENTER>

<HR NOSHADE></TD>
<TD ALIGN="CENTER">Reference to Prior<BR>
Filing or Exhibit<BR>
Number Attached Hereto

<HR NOSHADE></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">4.1</TD>
<TD WIDTH=40%>Certificate of Incorporation of The
Bryan-College Station Financial
Holding Company</TD>
<TD WIDTH=30%><CENTER>*</CENTER><BR>
<BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">4.2</TD>
<TD  WIDTH=40% >Certificate of Amendment, dated
February 23, 1999, of Certificate of
Incorporation of The Bryan-College
Station Financial Holding Company</TD>
<TD  WIDTH=30% >Incorporated herein by reference to
Exhibit 3.1(i) of The Bryan-College
Station's Quarterly Report on Form
10-QSB filed with the Commission
on May 17, 1999<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">4.3</TD>
<TD  WIDTH=40% >Bylaws of The Bryan-College Station
Financial Holding Company</TD>
<TD  WIDTH=30% ><CENTER>*</CENTER>
<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">4.4</TD>
<TD WIDTH=40% >Specimen Form of Common

Stock Certificate of The Bryan-College
Station Financial Holding Company<BR><BR></TD>
<TD  WIDTH=30% ><CENTER>*</CENTER></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">5</TD>
<TD WIDTH=40% >Opinion of Silver,

Freedman &amp; Taff, L.L.P.</TD>
<TD WIDTH=30% >Attached as Exhibit 5<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">23.1</TD>
<TD WIDTH=40% >Consent of Silver,

Freedman &amp; Taff, L.L.P.</TD>
<TD WIDTH=30% >Included in Exhibit 5<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10% ALIGN="CENTER">23.2</TD>
<TD WIDTH=40% >Consent of Crowe, Chizek and

Company LLP</TD>
<TD WIDTH=30%>Attached as Exhibit 23.2<BR><BR></TD></TR>
<TR VALIGN="TOP"><TD WIDTH=10%  ALIGN="CENTER">24</TD>
<TD WIDTH=40%>Power of Attorney</TD>
<TD WIDTH=30%>Included in Signature Pages<BR><BR></TD></TR>
<TR WIDTH=10% VALIGN="TOP"><TD ALIGN="CENTER">99</TD>
<TD WIDTH=40%>The Bryan-College Station Financial
Holding Company 1998 Stock Option
and Incentive Plan</TD>
<TD WIDTH=30%>Incorporated herein by reference to
Exhibit A to the Registrant's Proxy
Statement on Schedule 14A (File No.
000-23323) filed on December 30,
1998.<BR><BR></TD></TR></TABLE>
_______________________
<BR><BR>
<FONT SIZE="-1">*	Filed as exhibits to The Bryan-College Station's Registration Statement on Form S-1 (File No. 333-28179)
filed with the Commission on May 30, 1997 pursuant to Section 5 of the Securities Act of 1933 and all
amendments to it or reports filed for the purpose of updating such description.  All of such previously filed
documents are incorporated to this Registration Statement by reference in accordance with Item 601 of
Regulation S-B.</FONT><BR><BR><CENTER>II-7</CENTER><HR NOSHADE>
</HTML>
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As filed with the Securities and Exchange Commission on April 11, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC  20549
REGISTRATION STATEMENT ON
FORM S-8
UNDER THE SECURITIES ACT OF 1933
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
(Exact name of registrant as specified in its charter)
Delaware
36-4153491
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
2900 Texas Avenue, Bryan, Texas
77802
(Address of principal executive offices)
(Zip Code)
THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
1998 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
Dave M. Muchnikoff, P.C.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
7
th
Floor - East Tower
1100 New York Avenue, NW
Washington, DC  20005
(Name and address of agent for service)
(202) 414-6100
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
Amount to be
registered
(1)
Proposed maximum
offering price
per share
Proposed maximum
aggregate
offering price
Amount of
registration fee
Common Stock, par value $.01 per share
40,000  shares
(2)
$291,313
(2)
$85
(2)
_____________________
(1)
Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement covers, in addition to the number
of shares set forth above, an indeterminate number of shares which, by reason of certain events specified in the stock option plan,
may become subject to the stock option plan.
(2)
Pursuant to Rule 457(h), of the 40,000 shares being registered hereby (i) 27,250 shares are subject to options with an exercise
price of $8.00 per share ($218,000 in the aggregate) and (ii) the remaining 12,750 shares which have not been awarded to date
are being registered based upon the average of the bid and ask prices of the common stock on the OTC Electronic Bulletin
Board of $7.88 per share on April 6, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of the Form S-8 will be sent
or given to participants in The Bryan-College Station Financial Holding Company 1998 Stock
Option and Incentive Plan (the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
of this Registration Statement) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by Reference
.
The following documents previously or concurrently filed by The Bryan-College Station
Financial Holding Company ("The Bryan-College Station") with the Commission are hereby
incorporated by reference in this Registration Statement and the prospectus to which this
Registration Statement relates:
(a)
The Bryan-College Station's Annual Report on Form 10-KSB for the fiscal year ended
            September 30, 1999 (File No. 0-23323) filed pursuant to the Securities and Exchange Act of
            1934, as amended (the "Exchange Act");
(b)
all reports filed by The Bryan-College Station pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report referred to above;
and
(c)
the description of the common stock contained in The Bryan-College Station's Registration
Statement on Form 8-A dated November 6, 1997 (and any amendments or reports filed for
the purpose of updating such description.)
All documents subsequently filed by The Bryan-College Station with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and the prospectus to be a part hereof and thereof from the date of the filing
of such documents.  Any statement contained in the documents incorporated, or deemed to be
incorporated, by reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus to the extent that a statement contained
herein or therein or in any other subsequently filed document which also is, or is deemed to be,
incorporated by reference herein or therein modifies or supersedes such statement.  Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the prospectus.
The Bryan-College Station shall furnish without charge to each person to whom the
prospectus is delivered, on the written or oral request of such person, a copy of any or all of the
documents incorporated by reference, other than exhibits to such documents (unless such exhibits
are specifically incorporated by reference to the information that is incorporated).  Requests should
be directed to: Charles Neelley, Secretary, The Bryan-College Station Financial Holding Company,
2900 Texas Avenue, Bryan, Texas 77802, telephone number (409) 779-2900.
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All information appearing in this Registration Statement and the prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.
Item 4.
Description of Securities
.
Not Applicable.
Item 5.
Interests of Named Experts and Counsel
.
Not Applicable.
Item 6.
Indemnification of Directors and Officers
.
Article Eleven of The Bryan-College Station's Certificate of Incorporation provides for
indemnification of directors and officers of The Bryan-College Station against all expense, liability
and loss (including attorneys' fees, court costs, judgments, fines, ERISA excise taxes or penalties and
amounts paid in settlement) reasonably incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and such law cannot be
varied by contract or bylaw.  Article Eleven also provides for the authority to purchase insurance
with respect to the indemnification of directors and officers of The Bryan-College Station.
Section 145 of the General Corporation Law of the State of Delaware authorizes a
corporation's board of directors to grant indemnity under certain circumstances to directors and
officers, when made, or threatened to be made, parties to certain proceedings by reason of such status
with the corporation, against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against expenses actually
and reasonably incurred in defense of a proceeding by or on behalf of the corporation.  Similarly, the
corporation, under certain circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the corporation, when such
persons are made, or threatened to be made, parties to certain proceedings by reason of such status,
against judgments, fines, settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and reasonably incurred
in connection with the defense or settlement of a proceeding by or in the right of such other
corporation or enterprise.  Indemnification is permitted where such person (i) was acting in good
faith; (ii) was acting in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or other corporation or enterprise, as appropriate; and (iii) with respect
to a criminal proceeding, has no reasonable cause to believe his or her conduct was unlawful and was
not adjudged to be liable to the corporation or other corporation or enterprise (unless the court where
the proceeding was brought determines that such person is fairly and reasonably entitled to
indemnity).
Unless ordered by a court, indemnification may be made only following a determination that
such indemnification is permissible because the person being indemnified has met the requisite
standard of conduct.  Such determination may be made (i) by the board of directors of the
corporation by a majority vote of a quorum consisting of directors not at the time parties to such
proceeding; (ii) if such a quorum cannot be obtained or the quorum so directs, then by independent
legal counsel in a written opinion; or (iii) by the stockholders.
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Section 145 also permits expenses incurred by directors and officers in defending a
proceeding to be paid by the corporation in advance of the final disposition of such proceedings upon
the receipt of an undertaking by the director or officer to repay such amount if it is ultimately
determined that he or she is not entitled to be indemnified by the corporation against such expenses.
Item 7.
Exemption from Registration Claimed
.
Not applicable.
Item 8.
Exhibits
.
See the Exhibits Index to this Registration Statement.
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; 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) 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 clauses (i) and (ii) do not apply if the information required
to be included in a post-effective amendment by those clauses is contained in
periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13
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or Section 15(d) of the 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 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
Commission such indemnification is against public policy as expressed in the Securities Act
of 1933 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 of expenses incurred or paid by a
director, officer or controlling person 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
Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all 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 the City of Bryan, State of Texas, on April 11, 2000.
THE BRYAN-COLLEGE STATION
FINANCIAL HOLDING COMPANY
By:
/s/ J. Stanley Stephen
J. Stanley Stephen, President and Chief
Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints J. Stanley Stephen and William Wantuck, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his 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 all
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 might or could
do in person, hereby ratifying and confirming said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed below by the following persons in the capacities and on the date indicated.
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By:
/s/ J. Stanley Stephen
By:
/s/ Richard L. Peacock
J. Stanley Stephen, President and Chief

        Executive Officer
(Principal Executive Officer)
Richard L. Peacock, Chairman of the

        Board
Date: April 11, 2000
Date: April 11, 2000
By:
/s/ Helen Chavarria
By:
/s/ Ernest A. Wentrcek
Helen Chavarria, Director
Ernest A. Wentrcek, Director
Date: April 11, 2000
Date: April 11, 2000
By:
/s/ Ken L. Hayes
By:
/s/ Charles Neelley
Ken L. Hayes, Director
Charles Neelley, Director,
 Secretary and Treasurer of the Board of Directors
Date: April 11, 2000
Date: April 11, 2000
By:
/s/ Roland Ruffino
By:
/s/ George Koenig
Roland Ruffino, Director
George Koenig, Director and

        Executive Vice President
Date: April 11, 2000
Date: April 11, 2000
By:
/s/ Joseph W. Krolczyk
By:
/s/ Robert H. Conaway
Joseph W. Krolczyk, Director
Robert H. Conaway, Director
Date: April 11, 2000
Date: April 11, 2000
By:
/s/ William Wantuck
By:
/s/ Gary Snoe
William Wantuck

       (
Principal Financial and
Accounting Officer)
Gary Snoe, Director
Date: April 11, 2000
Date: April 11, 2000
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EXHIBIT INDEX
Exhibit

Number
Document
Reference to Prior
Filing or Exhibit
Number Attached Hereto
4.1
Certificate of Incorporation of The
Bryan-College Station Financial
Holding Company
*
4.2
Certificate of Amendment, dated
February 23, 1999, of Certificate of
Incorporation of The Bryan-College
Station Financial Holding Company
Incorporated herein by reference to
Exhibit 3.1(i) of The Bryan-College
Station's Quarterly Report on Form
10-QSB filed with the Commission
on May 17, 1999
4.3
Bylaws of The Bryan-College Station
Financial Holding Company
*
4.4
Specimen Form of Common

Stock Certificate of The Bryan-College
Station Financial Holding Company
*
5
Opinion of Silver,

Freedman & Taff, L.L.P.
Attached as Exhibit 5
23.1
Consent of Silver,

Freedman & Taff, L.L.P.
Included in Exhibit 5
23.2
Consent of Crowe, Chizek and

Company LLP
Attached as Exhibit 23.2
24
Power of Attorney
Included in Signature Pages
99
The Bryan-College Station Financial
Holding Company 1998 Stock Option
and Incentive Plan
Incorporated herein by reference to
Exhibit A to the Registrant's Proxy
Statement on Schedule 14A (File No.
000-23323) filed on December 30,
1998.
_______________________
*	Filed as exhibits to The Bryan-College Station's Registration Statement on Form S-1 (File No. 333-28179)
filed with the Commission on May 30, 1997 pursuant to Section 5 of the Securities Act of 1933 and all
amendments to it or reports filed for the purpose of updating such description.  All of such previously filed
documents are incorporated to this Registration Statement by reference in accordance with Item 601 of
Regulation S-B.
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