<PAGE>

     As Filed With The Securities and Exchange Commission on June 11, 1996.

                                        Registration No. ___________________

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


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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             _______________________

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

            TEXAS                                           74-2294235
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                             KERRIA PLAZA, SUITE 301
                             3700 NORTH 10TH STREET
                              MCALLEN, TEXAS  78501
               (Address of Principal Executive Offices) (Zip Code)

                         TEXAS REGIONAL BANCSHARES, INC.
                       1995 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

  Glen E. Roney, Chairman of the Board        Copies of correspondence to:
     Texas Regional Bancshares, Inc.      McGinnis, Lochridge & Kilgore, L.L.P.
         Kerria Plaza, Suite 301                   1300 Capitol Center
         3700 North 10th Street                    919 Congress Avenue
         McAllen, Texas  78501                     Austin, Texas 78701
                                           Attention:  William A. Rogers, Jr.
                     (Name and address of agent for service)

                                 (210) 631-5400
          (Telephone number, including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------
                                              PROPOSED    PROPOSED
                                              MAXIMUM     MAXIMUM
     TITLE OF                    AMOUNT       OFFERING    AGGREGATE   AMOUNT OF
     SECURITIES                  TO BE        PRICE PER   OFFERING    REGISTRATION
 TO BE REGISTERED              REGISTERED     UNIT (1)    PRICE (1)      FEE
- ----------------------------------------------------------------------------------
<S>                            <C>             <C>         <C>         <C>
Class A Voting Common           90,000         $17.25     $1,552,500   $535.35
Stock, par value $1.00/share    shares
</TABLE>

(1)  Shares are being registered pursuant to the registrant's 1995 Nonstatutory
     Stock Option Plan.  The offering price per unit is the price at which the
     options may be exercised.


<PAGE>

                        TEXAS REGIONAL BANCSHARES, INC.
                            CROSS-REFERENCE SHEET

                                  Between
                       Items of Form S-8 and Prospectus

<TABLE>
<CAPTION>

 ITEM 
 NUMBER      ITEMS IN FORM S-8                 PROSPECTUS CAPTION
 ------      -----------------                 ------------------
 <S>          <C>                               <C>
 1(a)        General Plan Information          Introduction; Purpose; Option Period;
                                               Stock Option Committee;
                                               Supplemental Option Plan Information
 
 1(b)        Securities to be Offered          Amount of Stock 

 1(c)        Employees Who May                 Eligibility and Participation; Options
             Participate in the Plan           Discretionary
 
 1(d)        Purchase of Securities            Eligibility and Participation; 
             Pursuant to the Plan and          Option Agreement; Price; Exercise Period;
             Payment for Securities Offered    Order of Exercise of Option 
 
 1(e)        Resale Restrictions               Purpose; Option Agreement; Exercise 
                                               Period; Termination of Employment; 
                                               Assignability;  Investment Purpose; 
                                               Sale of Stock after Exercise of Option;
                                               Restrictions on Sale of Stock Received 
                                               Upon Exercise 

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

 1(g)        Investment of Funds               Not applicable 

 1(h)        Withdrawal from the Plan--        Termination of Employment; 
             Assignment of Interest            Assignability 
 
 1(i)        Forfeiture and Penalties          Termination of Employment; 
                                               Assignability 
 
 1(j)        Charges and Deductions and        Not applicable 
             Liens Therefor 

   2         Registrant Information and        Supplemental Option Plan Information
             Employee Plan Annual              
             Information
</TABLE>



<PAGE>


                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1995.

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

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

ITEM 5.   INTERESTS OF NAMED EXPERTS.

     McGinnis, Lochridge & Kilgore, L.L.P. will render an opinion to Texas
Regional Bancshares, Inc. with respect to the legality of the securities being
registered in this offering.  In addition, members of the firm of McGinnis,
Lochridge & Kilgore, L.L.P. also provide general legal services to Texas
Regional and its subsidiaries.  As of May 31, 1996, Joe M. Kilgore, a partner in
the law firm of McGinnis, Lochridge & Kilgore, L.L.P. and a director of Texas
Regional owned or controlled 200,687 shares (2.30%) of the issued and
outstanding Class A Voting Common Stock of Texas Regional.  Included within this
total are 15,706 shares with respect to which Mr. Kilgore holds shared voting
power with other Trustees of the Company's Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 



                                    -1-


<PAGE>

401(k) provisions) (the "KSOP"), as to which Mr. Kilgore disclaims any 
beneficial ownership.  As Trustee of the KSOP, Mr. Kilgore also has the power 
to vote shares that the participants have not designated a voting preference 
as and to the extent provided in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8.   EXHIBITS

     4.1       Texas Regional Bancshares, Inc., Nonstatutory Stock Option Plan
               (incorporated by reference from Form S-1, Commission File 
               No. 333-1467).

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

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

     4.4       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).



                                    -2-


<PAGE>

     4.5       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).

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

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

     4.8       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. 0-14517).

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

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

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

     24.2      Consent of Independent Certified Public Accountants.

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


ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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



                                    -3-


<PAGE>

                 represent a fundamental change in the information set forth 
                 in the registration statement;

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

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



                                    -4-



<PAGE>

                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of McAllen, State of Texas, on June 11, 1996.


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

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

     Signature                       Title                            Date
     ---------                       -----                            ----

  /s/ G.E. Roney              Chairman of the Board,               June 11, 1996
- ---------------------------   President, Chief Executive
Glen E. Roney                 Officer & Director
                              (Principal Executive Officer)


  /s/ George R. Carruthers    Executive Vice President             June 11, 1996
- ---------------------------   & Chief Financial Officer
George R. Carruthers          (Principal Financial Officer)


  /s/ Ann M. Sefcik           Controller & Assistant Secretary
- ---------------------------   (Principal Accounting Officer)       June 11, 1996
Ann M. Sefcik              


<PAGE>

                              Director                                    , 1996
- ---------------------------
Morris Atlas


  /s/ Frank N. Boggus         Director                             June 11, 1996
- ---------------------------
Frank N. Boggus


  /s/ Robert G. Farris        Director                             June 11, 1996
- ---------------------------
Robert G. Farris


  /s/ Joe M. Kilgore          Director                             June 11, 1996
- ---------------------------
Joe M. Kilgore


                              Director                                    , 1996
- ---------------------------
C. Kenneth Landrum, M.D.


                              Director                                    , 1996
- ---------------------------
Julie G. Uhlhorn


  /s/ Paul G. Veale, Sr.      Director                             June 11, 1996
- ---------------------------
Paul G. Veale, Sr.


  /s/ Jack Whetsel            Director                             June 11, 1996
- ---------------------------
Jack Whetsel


<PAGE>

                                INDEX TO EXHIBITS


Exhibit Number                             Description
- --------------                             -----------

     4.1         Texas Regional Bancshares, Inc., Nonstatutory Stock Option Plan
                 (incorporated by reference from Form S-1, Commission File No.
                 333-1467).

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

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

     4.4         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).

     4.5         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).

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

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

     4.8         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. 0-14517).

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

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

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


<PAGE>

                                INDEX TO EXHIBITS
                                    (cont'd)

Exhibit Number                       Description
- --------------                       -----------

   *24.2         Consent of Independent Certified Public Accountants.

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




*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22298}]
{"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": "333-05681", "film-number": "96579328"}, "business-address": {"street1": "3700 N TENTH STE 301", "street2": "PO BOX 5910", "city": "MCALLEN", "state": "TX", "zip": "78501", "phone": "2106315400"}, "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 11, 1996.

                                        Registration No. ___________________

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

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933
                             _______________________

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

            TEXAS                                           74-2294235
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                         Identification No.)

                             KERRIA PLAZA, SUITE 301
                             3700 NORTH 10TH STREET
                              MCALLEN, TEXAS  78501
               (Address of Principal Executive Offices) (Zip Code)

                         TEXAS REGIONAL BANCSHARES, INC.
                       1995 NONSTATUTORY STOCK OPTION PLAN
                            (Full title of the plan)

  Glen E. Roney, Chairman of the Board        Copies of correspondence to:
     Texas Regional Bancshares, Inc.      McGinnis, Lochridge & Kilgore, L.L.P.
         Kerria Plaza, Suite 301                   1300 Capitol Center
         3700 North 10th Street                    919 Congress Avenue
         McAllen, Texas  78501                     Austin, Texas 78701
                                           Attention:  William A. Rogers, Jr.
                     (Name and address of agent for service)

                                 (210) 631-5400
          (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     UNIT (1)    PRICE (1)      FEE
- ----------------------------------------------------------------------------------
Class A Voting Common           90,000         $17.25     $1,552,500   $535.35
Stock, par value $1.00/share    shares
(1)  Shares are being registered pursuant to the registrant's 1995 Nonstatutory
     Stock Option Plan.  The offering price per unit is the price at which the
     options may be exercised.
TEXAS REGIONAL BANCSHARES, INC.
                            CROSS-REFERENCE SHEET

                                  Between
                       Items of Form S-8 and Prospectus
ITEM 
 NUMBER      ITEMS IN FORM S-8                 PROSPECTUS CAPTION
 ------      -----------------                 ------------------
1(a)        General Plan Information          Introduction; Purpose; Option Period;
                                               Stock Option Committee;
                                               Supplemental Option Plan Information
 
 1(b)        Securities to be Offered          Amount of Stock 

 1(c)        Employees Who May                 Eligibility and Participation; Options
             Participate in the Plan           Discretionary
 
 1(d)        Purchase of Securities            Eligibility and Participation; 
             Pursuant to the Plan and          Option Agreement; Price; Exercise Period;
             Payment for Securities Offered    Order of Exercise of Option 
 
 1(e)        Resale Restrictions               Purpose; Option Agreement; Exercise 
                                               Period; Termination of Employment; 
                                               Assignability;  Investment Purpose; 
                                               Sale of Stock after Exercise of Option;
                                               Restrictions on Sale of Stock Received 
                                               Upon Exercise 

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

 1(g)        Investment of Funds               Not applicable 

 1(h)        Withdrawal from the Plan--        Termination of Employment; 
             Assignment of Interest            Assignability 
 
 1(i)        Forfeiture and Penalties          Termination of Employment; 
                                               Assignability 
 
 1(j)        Charges and Deductions and        Not applicable 
             Liens Therefor 

   2         Registrant Information and        Supplemental Option Plan Information
             Employee Plan Annual              
             Information
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     (a)  Texas Regional Bancshares, Inc. Annual Report on Form 10-K for the
year ended December 31, 1995.

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

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

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

ITEM 4.   DESCRIPTION OF SECURITIES.

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

ITEM 5.   INTERESTS OF NAMED EXPERTS.

     McGinnis, Lochridge & Kilgore, L.L.P. will render an opinion to Texas
Regional Bancshares, Inc. with respect to the legality of the securities being
registered in this offering.  In addition, members of the firm of McGinnis,
Lochridge & Kilgore, L.L.P. also provide general legal services to Texas
Regional and its subsidiaries.  As of May 31, 1996, Joe M. Kilgore, a partner in
the law firm of McGinnis, Lochridge & Kilgore, L.L.P. and a director of Texas
Regional owned or controlled 200,687 shares (2.30%) of the issued and
outstanding Class A Voting Common Stock of Texas Regional.  Included within this
total are 15,706 shares with respect to which Mr. Kilgore holds shared voting
power with other Trustees of the Company's Texas Regional Bancshares, Inc.
Employee Stock Ownership Plan (with 

                                    -1-
401(k) provisions) (the "KSOP"), as to which Mr. Kilgore disclaims any 
beneficial ownership.  As Trustee of the KSOP, Mr. Kilgore also has the power 
to vote shares that the participants have not designated a voting preference 
as and to the extent provided in the Plan.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

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

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

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

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

ITEM 8.   EXHIBITS

     4.1       Texas Regional Bancshares, Inc., Nonstatutory Stock Option Plan
               (incorporated by reference from Form S-1, Commission File 
               No. 333-1467).

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

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

     4.4       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).

                                    -2-
4.5       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).

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

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

     4.8       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. 0-14517).

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

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

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

     24.2      Consent of Independent Certified Public Accountants.

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

ITEM 9.   UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

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

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

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

                                    -3-
represent a fundamental change in the information set forth 
                 in the registration statement;

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

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

                                    -4-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that is meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto authorized,
in the City of McAllen, State of Texas, on June 11, 1996.

                                       TEXAS REGIONAL BANCSHARES, INC.
                                       (Registrant)

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

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

     Signature                       Title                            Date
     ---------                       -----                            ----

  /s/ G.E. Roney              Chairman of the Board,               June 11, 1996
- ---------------------------   President, Chief Executive
Glen E. Roney                 Officer & Director
                              (Principal Executive Officer)

  /s/ George R. Carruthers    Executive Vice President             June 11, 1996
- ---------------------------   & Chief Financial Officer
George R. Carruthers          (Principal Financial Officer)

  /s/ Ann M. Sefcik           Controller & Assistant Secretary
- ---------------------------   (Principal Accounting Officer)       June 11, 1996
Ann M. Sefcik
Director                                    , 1996
- ---------------------------
Morris Atlas

  /s/ Frank N. Boggus         Director                             June 11, 1996
- ---------------------------
Frank N. Boggus

  /s/ Robert G. Farris        Director                             June 11, 1996
- ---------------------------
Robert G. Farris

  /s/ Joe M. Kilgore          Director                             June 11, 1996
- ---------------------------
Joe M. Kilgore

                              Director                                    , 1996
- ---------------------------
C. Kenneth Landrum, M.D.

                              Director                                    , 1996
- ---------------------------
Julie G. Uhlhorn

  /s/ Paul G. Veale, Sr.      Director                             June 11, 1996
- ---------------------------
Paul G. Veale, Sr.

  /s/ Jack Whetsel            Director                             June 11, 1996
- ---------------------------
Jack Whetsel
INDEX TO EXHIBITS

Exhibit Number                             Description
- --------------                             -----------

     4.1         Texas Regional Bancshares, Inc., Nonstatutory Stock Option Plan
                 (incorporated by reference from Form S-1, Commission File No.
                 333-1467).

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

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

     4.4         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).

     4.5         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).

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

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

     4.8         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. 0-14517).

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

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

   *24.1         Consent of McGinnis, Lochridge & Kilgore, L.L.P. (included in
                 opinion filed as Exhibit 5.1).
INDEX TO EXHIBITS
                                    (cont'd)

Exhibit Number                       Description
- --------------                       -----------

   *24.2         Consent of Independent Certified Public Accountants.

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

*Filed herewith.