<PAGE>

    As Filed With The Securities and Exchange Commission on June 10, 2002.
                                                  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.)


                       3900 NORTH 10TH STREET, 11TH FLOOR
                              MCALLEN, TEXAS 78501
               (Address of Principal Executive Offices) (Zip Code)


                         TEXAS REGIONAL BANCSHARES, INC.
                       2002 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)


                             William A. Rogers, Jr.
                            Rogers & Whitley, L.L.P.
                         816 Congress Avenue, Suite 1100
                               Austin, Texas 78701
                     (Name and address of agent for service)
                                 (512) 328-8156
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                       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
----------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                <C>
Class A Voting Common                    100,000            $44.84               $4,484,000                $1,072
Stock, par value $1.00/share             shares
</TABLE>


(1)  The Shares are being registered pursuant to the registrant's 2002
     Nonstatutory Stock Option Plan (the "Plan"). Pursuant to Rule 416, there
     are also being registered such additional shares of Class A Voting Common
     Stock as may become issuable pursuant to the antidilution provisions of
     the Plan.

(2)  Estimated solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h). The proposed maximum offering price per unit
     is $44.84 per share, the average of the high and low prices for
     securities of the same class reported in the NASDAQ National Market System
     as of June 7, 2002, pursuant to Rule 457(c).


<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 Securities and Exchange Commission (the
"Commission"):

      (a) Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 2001.

      (b) Texas Regional Bancshares, Inc. Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002.

      (c) 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.

      (d) 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
effective 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 deregisters 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. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.


ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.



                                      -2-
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

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 of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS

      4.1         Articles of Incorporation of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form 10, Commission File No.
                  000-14517).

      4.2         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 000-14517).

      4.3         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).

      4.4         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).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).


                                      -3-
<PAGE>

      4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 26, 1998 (incorporated by
                  reference from Form S-8, Commission File No. 333-57819).

      4.8         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. 000-14517).

      4.9         Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form S-1, Commission File No.
                  33-74992).

      *4.10       Texas Regional Bancshares, Inc., 2002 Nonstatutory Stock
                  Option Plan.

      *5.1        Opinion of Rogers & Whitley, L.L.P.

     *23.1        Consent of Rogers & Whitley, L.L.P. (included in opinion filed
                  as Exhibit 5.1).

     *23.2        Consent of Independent Auditors.

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



     -----------
     * Filed herewith.


ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

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

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

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


                                      -4-
<PAGE>

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

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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.


                                      -5-
<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 authorized,
in the City of McAllen, State of Texas, on June 10, 2002.



                                    TEXAS REGIONAL BANCSHARES, INC.
                                    (Registrant)



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


<PAGE>

      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 as his or her 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 10, 2002
Glen E. Roney                 President, Chief Executive
                                  Officer & Director
                             (Principal Executive Officer)



/s/ R.T. Pigott, Jr.           Executive Vice President         June 10, 2002
R.T. Pigott, Jr.               & Chief Financial Officer

                             (Principal Financial Officer)


/s/ San Juanita Sandoval    Controller & Assistant Secretary    June 10, 2002
San Juanita Sandoval         (Principal Accounting Officer)


<PAGE>

/s/ Morris Atlas                         Director               June 10, 2002
Morris Atlas


/s/ Frank N. Boggus                      Director               June 10, 2002
Frank N. Boggus


/s/Robert G. Farris, Sr.                 Director               June 10, 2002
Robert G. Farris


/s/ C. Kenneth Landrum, M.D.             Director               June 10, 2002
C. Kenneth Landrum, M.D.


/s/ David L. Lane                        Director               June 10, 2002
David L. Lane


/s/ Jack H. Mayfield, Jr.                Director               June 10, 2002
Jack H. Mayfield, , Jr.


/s/ Julie G. Uhlhorn                     Director               June 10, 2002
Julie G. Uhlhorn


/s/ Jack Whetsel                         Director               June 10, 2002
Jack Whetsel



___________________________              Director              _________, 2002
Mario Max Yzaguirre


<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         Articles of Incorporation of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form 10, Commission File No.
                  000-14517).

      4.2         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 000-14517).

      4.3         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).

      4.4         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).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 26, 1998 (incorporated by
                  reference from Form S-8, Commission File No. 333-57819).

      4.8         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. 000-14517).

      4.9         Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form S-1, Commission File No.
                  33-74992).

     *4.10        Texas Regional Bancshares, Inc., 2002 Nonstatutory Stock
                  Option Plan.

     *5.1         Opinion of Rogers & Whitley, L.L.P.


<PAGE>

                                INDEX TO EXHIBITS
                                    (cont'd)


   EXHIBIT NUMBER                              DESCRIPTION

    *23.1         Consent of Rogers & Whitley, L.L.P. (included in opinion filed
                  as Exhibit 5.1).

    *23.2         Consent of Independent Auditors.

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











     -----------
      *  Filed herewith.
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{"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": "333-90144", "film-number": "02675258"}, "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 10, 2002.
                                                  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.)

                       3900 NORTH 10TH STREET, 11TH FLOOR
                              MCALLEN, TEXAS 78501
               (Address of Principal Executive Offices) (Zip Code)

                         TEXAS REGIONAL BANCSHARES, INC.
                       2002 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

                             William A. Rogers, Jr.
                            Rogers & Whitley, L.L.P.
                         816 Congress Avenue, Suite 1100
                               Austin, Texas 78701
                     (Name and address of agent for service)
                                 (512) 328-8156
          (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                    100,000            $44.84               $4,484,000                $1,072
Stock, par value $1.00/share             shares
(1)  The Shares are being registered pursuant to the registrant's 2002
     Nonstatutory Stock Option Plan (the "Plan"). Pursuant to Rule 416, there
     are also being registered such additional shares of Class A Voting Common
     Stock as may become issuable pursuant to the antidilution provisions of
     the Plan.

(2)  Estimated solely for purposes of calculating the registration fee, in
     accordance with Rule 457(h). The proposed maximum offering price per unit
     is $44.84 per share, the average of the high and low prices for
     securities of the same class reported in the NASDAQ National Market System
     as of June 7, 2002, pursuant to Rule 457(c).
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 Securities and Exchange Commission (the
"Commission"):

      (a) Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 2001.

      (b) Texas Regional Bancshares, Inc. Quarterly Report on Form 10-Q for the
quarter ended March 31, 2002.

      (c) 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.

      (d) 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
effective 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 deregisters 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. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein 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 other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

      Not applicable.

                                      -2-
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

      None.

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 of 1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed 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.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

      Not applicable.

ITEM 8. EXHIBITS

      4.1         Articles of Incorporation of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form 10, Commission File No.
                  000-14517).

      4.2         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 000-14517).

      4.3         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).

      4.4         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).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

                                      -3-
4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 26, 1998 (incorporated by
                  reference from Form S-8, Commission File No. 333-57819).

      4.8         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. 000-14517).

      4.9         Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form S-1, Commission File No.
                  33-74992).

      *4.10       Texas Regional Bancshares, Inc., 2002 Nonstatutory Stock
                  Option Plan.

      *5.1        Opinion of Rogers & Whitley, L.L.P.

     *23.1        Consent of Rogers & Whitley, L.L.P. (included in opinion filed
                  as Exhibit 5.1).

     *23.2        Consent of Independent Auditors.

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

     -----------
     * Filed herewith.

ITEM 9. UNDERTAKINGS.

      (a)   The undersigned registrant hereby undertakes:

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

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

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

                                      -4-
(iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in the registration
                  statement or any material change to such information in the
                  registration statement.

      Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) 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.

                                      -5-
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 authorized,
in the City of McAllen, State of Texas, on June 10, 2002.

                                    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 as his or her 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 10, 2002
Glen E. Roney                 President, Chief Executive
                                  Officer & Director
                             (Principal Executive Officer)

/s/ R.T. Pigott, Jr.           Executive Vice President         June 10, 2002
R.T. Pigott, Jr.               & Chief Financial Officer

                             (Principal Financial Officer)

/s/ San Juanita Sandoval    Controller & Assistant Secretary    June 10, 2002
San Juanita Sandoval         (Principal Accounting Officer)
/s/ Morris Atlas                         Director               June 10, 2002
Morris Atlas

/s/ Frank N. Boggus                      Director               June 10, 2002
Frank N. Boggus

/s/Robert G. Farris, Sr.                 Director               June 10, 2002
Robert G. Farris

/s/ C. Kenneth Landrum, M.D.             Director               June 10, 2002
C. Kenneth Landrum, M.D.

/s/ David L. Lane                        Director               June 10, 2002
David L. Lane

/s/ Jack H. Mayfield, Jr.                Director               June 10, 2002
Jack H. Mayfield, , Jr.

/s/ Julie G. Uhlhorn                     Director               June 10, 2002
Julie G. Uhlhorn

/s/ Jack Whetsel                         Director               June 10, 2002
Jack Whetsel

___________________________              Director              _________, 2002
Mario Max Yzaguirre
--------------------------------------------------------------------------------

                       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         Articles of Incorporation of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form 10, Commission File No.
                  000-14517).

      4.2         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed December 28, 1983 (incorporated by
                  reference from Form 10, Commission File No. 000-14517).

      4.3         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).

      4.4         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).

      4.5         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed April 12, 1991 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.6         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed March 2, 1992 (incorporated by
                  reference from Form 10-K, Commission File No. 000-14517).

      4.7         Amendment to Articles of Incorporation of Texas Regional
                  Bancshares, Inc., filed June 26, 1998 (incorporated by
                  reference from Form S-8, Commission File No. 333-57819).

      4.8         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. 000-14517).

      4.9         Amended and Restated Bylaws of Texas Regional Bancshares, Inc.
                  (incorporated by reference from Form S-1, Commission File No.
                  33-74992).

     *4.10        Texas Regional Bancshares, Inc., 2002 Nonstatutory Stock
                  Option Plan.

     *5.1         Opinion of Rogers & Whitley, L.L.P.
INDEX TO EXHIBITS
                                    (cont'd)

   EXHIBIT NUMBER                              DESCRIPTION

    *23.1         Consent of Rogers & Whitley, L.L.P. (included in opinion filed
                  as Exhibit 5.1).

    *23.2         Consent of Independent Auditors.

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

     -----------
      *  Filed herewith.