As filed with the Securities and Exchange Commission on June 24, 1998
                                                Registration No. 333-___________

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

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

                           SOUTHSIDE BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)
                     TEXAS                               75-1848732
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)               Identification No.)

                1201 S. BECKHAM
                 TYLER, TEXAS                               75710
   (Address of principal executive offices)              (Zip Code)
                            -----------------------

                           SOUTHSIDE BANCSHARES, INC.
                                 1993 INCENTIVE
                               STOCK OPTION PLAN,
                                   AS AMENDED
                            (Full title of the plan)
                             -----------------------

               SAM DAWSON                                 copy to:
                PRESIDENT                          RONALD J. FRAPPIER, ESQ.
       SOUTHSIDE BANCSHARES, INC.                    JENKENS & GILCHRIST
             1201 S. BECKHAM                     A PROFESSIONAL CORPORATION
           TYLER, TEXAS  75710                  1445 ROSS AVENUE, SUITE 3200
 (Name and address of agent for service)            DALLAS, TEXAS  75202

             (903) 531-7111
(Telephone number, including area code,
          of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

                                          PROPOSED       PROPOSED
         TITLE OF                          MAXIMUM        MAXIMUM
        SECURITIES        AMOUNT          OFFERING       AGGREGATE    AMOUNT OF
           TO BE          TO BE             PRICE        OFFERING   REGISTRATION
        REGISTERED  REGISTERED (1)(2) PER SHARE (3)(4) PRICE (3)(4)    FEE (4)
------------------- ----------------- ---------------- ------------ ------------
Common Stock, $2.50   385,875 Shares     $26.36         $5,626,268    $1,660.00
par value per share
=================== ================= ================ ============ ============

(1)      THE SECURITIES TO BE REGISTERED  INCLUDE AN AGGREGATE OF 385,875 SHARES
         RESERVED  FOR  ISSUANCE  UNDER  THE  SOUTHSIDE  BANCSHARES,  INC.  1993
         INCENTIVE STOCK OPTION PLAN, AS AMENDED (THE "PLAN").
(2)      PURSUANT  TO RULE 416,  THIS  REGISTRATION  STATEMENT  ALSO COVERS SUCH
         ADDITIONAL  SHARES AS MAY  HEREINAFTER  BE OFFERED OR ISSUED  RESULTING
         FROM STOCK SPLITS, STOCK DIVIDENDS,  RECAPITALIZATIONS OR CERTAIN OTHER
         CAPITAL ADJUSTMENTS.
(3)      ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4)      CALCULATED PURSUANT TO RULE 457(C) AND (H). ACCORDINGLY,  THE PRICE PER
         SHARE OF THE COMMON  STOCK  OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS
         BASED ON (I) 2,134 SHARES OF COMMON STOCK  RESERVED FOR ISSUANCE  UNDER
         THE PLAN, BUT NOT SUBJECT TO OUTSTANDING STOCK OPTIONS,  AT A PRICE PER
         SHARE OF  $26.00,  WHICH  IS THE  AVERAGE  OF THE  HIGH AND LOW  PRICES
         REPORTED ON THE NASDAQ  NATIONAL  MARKET IN THE COMMON STOCK AS OF JUNE
         22, 1998,  WHICH IS A DATE WITHIN FIVE  BUSINESS DAYS PRIOR TO THE DATE
         OF FILING THE REGISTRATION STATEMENT,  AND (II) THE FOLLOWING SHARES OF
         COMMON  STOCK  RESERVED  FOR  ISSUANCE  UNDER THE PLAN AND  SUBJECT  TO
         OPTIONS ALREADY GRANTED THEREUNDER AT THE FOLLOWING EXERCISE PRICES:

         NUMBER OF OPTIONS GRANTED                   OPTION PRICE
         -------------------------                   ------------
                  94,137                                $ 6.27
                  64,827                                 10.37
                  77,175                                 13.61
                  73,502                                 17.75
                  74,100                                 26.36

CORPDAL:106669.3  26950-00006
<PAGE>

                                EXPLANATORY NOTE

         The  information  required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance with Rule 428 of the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.

         Included  in Part I of this  Registration  Statement  on Form  S-8 is a
reoffer prospectus  concerning  reoffers and resales of certain of the shares of
Common  Stock  registered  hereby,   which  is  filed  in  reliance  on  General
Instruction C to Form S-8.



CORPDAL:106669.3  26950-00006

<PAGE>

                                  9,683 SHARES
                           SOUTHSIDE BANCSHARES, INC.
                                  COMMON STOCK

         This Prospectus  relates to an aggregate of 9,683 shares (the "Shares")
of Common  Stock,  par value $2.50 per share (the  "Common  Stock") of Southside
Bancshares, Inc. (the "Company"),  which may be offered from time to time by the
respective Selling  Shareholders.  See "Selling  Shareholders." The Company will
receive no part of the proceeds from such sales. See "Plan of Distribution." All
expenses  (other than  commissions  and  discounts of  underwriters,  dealers or
agents)   incurred  in  connection  with  this  offering  are  estimated  to  be
approximately $10,000. All of such expenses will be paid by the Company.

         The Company has been advised by the Selling  Shareholders that they may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the Nasdaq National Market at prices prevailing at the time of such sales
or at prices  reasonably  related  thereto,  (ii)  otherwise  than on the Nasdaq
National  Market  at  market  prices  prevailing  at the  time of the sale or at
negotiated prices, or (iii) by a combination of the foregoing methods of sale. A
Selling Shareholder and any broker,  dealer or other agent executing sell orders
on behalf of a Selling Shareholder may be deemed to be "underwriters" within the
meaning of the  Securities  Act of 1933, as amended (the "Act"),  in which event
commissions  received  by any such  broker,  dealer or agent may be deemed to be
underwriting commissions under the Act.

         The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol  "SBSI." On June 22, 1998,  the last reported  closing price of
the Common Stock on the Nasdaq National Market was $ 25.75 per share.

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


    THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
    SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES  COMMISSION
    NOR HAS THE COMMISSION NOR ANY STATE SECURITIES  COMMISSION PASSED UPON
    THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
    CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 24, 1998.



CORPDAL:106669.3  26950-00006

<PAGE>
                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.  20549.  Reports,  proxy  information  statements  and  other
information  regarding  registrants that file electronically with the Commission
can be obtained at the following Web site maintained by the Commission:
http://www.sec.gov.

         The  Company's  Common  Stock is traded on the Nasdaq  National  Market
under the symbol "SBSI."  Reports and other  information  concerning the Company
can be obtained by contacting  the Nasdaq Stock  Market,  Inc., at the following
address:  Nasdaq  Stock  Market,  Inc.,  1735 K Street  N.W.,  Washington,  D.C.
20006-1500.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form  8-A12G,  dated May 12,  1998,  filed  with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

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

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement 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 Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents incorporated herein by reference, other than exhibits. All
requests  for copies of such  documents  should be directed  to: Lee R.  Gibson,
Southside Bancshares, Inc., 1201 S.
Beckham, Tyler, Texas 75710, telephone number (903) 531-7111.

                                   THE COMPANY

         The Company is a Texas  corporation  organized in 1982 that serves as a
bank holding  company for Southside Bank (the "Bank"),  a  Texas-chartered  bank
organized  in 1960.  The  Company  owns all of the  capital  stock of  Southside
Delaware Financial Corporation,  a Delaware corporation  ("Southside Delaware"),
that in turn owns all of the capital stock of the Bank. The Company and the Bank
are headquartered in Tyler, Texas, which is located  approximately 90 miles east
of Dallas,  Texas and 90 miles west of Shreveport,  Louisiana.  The Bank has the
largest deposit base in the Tyler  metropolitan  area, which has a population of
approximately 166,000, and is the largest independent bank headquartered in East
Texas.  At December  31,  1997,  the Company had total  assets of $571  million,
deposits of $463 million,  loans of $293 million and shareholders' equity of $40
million.

         The Bank is a  community-focused  financial  institution  that offers a
full range of  financial  services  to  individuals,  businesses  and  nonprofit
organizations  in its primary market area.  These services  include consumer and
commercial loans,  deposit accounts,  trust services,  safe deposit services and
brokerage services.

CORPDAL:106669.3  26950-00006
                                                        -2-
<PAGE>

                              SELLING SHAREHOLDERS

         This  Prospectus  covers  resales of shares of Common  Stock which have
been awarded to officers and employees of the Company and its subsidiaries whose
performance and  responsibilities  are influential to the success of the Company
("Key  Employees")  under the Southside  Bancshares,  Inc. 1993 Incentive  Stock
Option Plan, as amended (the  "Plan").  The  participants  who have been granted
options  pursuant  to the  Plan,  but  not  yet  exercised  those  options,  are
collectively  referred  to herein as the  "Selling  Shareholders"  and each as a
"Selling  Shareholder."  The  Selling  Shareholders  have  received  the  Shares
pursuant to grants of options to them under the terms of the Plan, and are owned
respectively by each of the Selling Shareholders in the amounts as are listed in
the table below.

         Under the Plan,  approved by the  Shareholders  of the Company on April
28, 1993 and amended on April 24, 1996, a committee of the Board of Directors of
the Company (the  "Board"),  appointed by the Board to administer  the Plan (the
"Committee"),  from time to time  selects Key  Employees  to whom options may be
granted.

         The following table sets forth, as of May 31, 1998, certain information
regarding the beneficial ownership of the Common Stock of the Company as held by
the participants who have been granted options under the Plan:

<TABLE>
<CAPTION>

                                  Common Stock Beneficially            Shares of                  Common Stock
                                            Owned                    Common Stock              Beneficially Owned
            Name                    Prior to Offering (1)               Offered                After Offering (3)
            ----                    ---------------------               -------                ------------------
                                  Number           Percent (2)                             Number           Percent (2)
                                  ------           -----------                             ------           -----------

<S>                           <C>                      <C>                <C>             <C>                 <C> 
B.G. Hartley                  64,961.57(4)             1.8%               8,683           56,278.57           1.6%
Chairman of the Board
of the Company and
Chairman of the Board
and Chief Executive
Officer of the Bank



Titus E. Jones                21,250.19(5)              *                 1,000           20,250.19            *
Executive Vice
President, Commercial
Lending, and Director of
the Bank
</TABLE>


------------------------
*        Less than one percent (1%)

(1)      Unless  otherwise  indicated,  the persons named in the table have sole
         voting and investment  power with respect to all shares of Common Stock
         beneficially   owned,   subject  to  community   property   laws  where
         applicable.
(2)      As of May 31, 1998, there were 3,500,937  shares of Common Stock issued
         and outstanding.  (3) Assumes that  all of the shares  of Common  Stock
         offered hereby  are actually  sold.  (4) Includes 17,610  shares  which
         could be  acquired  pursuant to  the exercise  of stock  options within
         sixty days of May 31, 1998.
(5)      Includes 18,030 shares which could be acquired pursuant to the exercise
         of stock options within sixty days of May 31, 1998.




CORPDAL:106669.3  26950-00006
                                                        -3-

<PAGE>

                              PLAN OF DISTRIBUTION

         This  Prospectus  covers the sale by the  Selling  Shareholders  of the
Shares.  The Shares were  acquired by the Selling  Shareholders  pursuant to the
Plan.  See "Selling  Shareholders."  The Company has been advised by the Selling
Shareholders  that they may sell all or a portion of the Shares  offered by this
Prospectus  from  time to time  (i) on the  Nasdaq  National  Market  at  prices
prevailing at the time of such sales or at prices  reasonably  related  thereto,
(ii) otherwise than on the Nasdaq National Market at market prices prevailing at
the time of the sale or at negotiated  prices,  or (iii) by a combination of the
foregoing methods of sale. A Selling Shareholder and any broker, dealer or other
agent executing sell orders on behalf of a Selling  Shareholder may be deemed to
be  "underwriters"  within the meaning of the Securities Act of 1933, as amended
(the "Act"), in which event commissions  received by any such broker,  dealer or
agent  may  be  deemed  to be  underwriting  commissions  under  the  Act.  Such
commissions received by a broker,  dealer or agent may be in excess of customary
compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.


                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.


                                     EXPERTS

         The  consolidated  balance  sheets as of December 31, 1997 and 1996 and
the consolidated  statements of income,  shareholders' equity, and cash flow for
each of the three years in the period ended  December 31, 1997  incorporated  by
reference in this  Prospectus have been  incorporated  herein in reliance on the
report of  Coopers &  Lybrand,  L.L.P.,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  a  Registration  Statement  on Form S-8  under  the Act with
respect to the Shares offered  hereby.  This Prospectus does not contain all the
information included in such Registration  Statement,  certain portions of which
are omitted as permitted by the rules and  regulations  of the  Commission.  The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal  offices of the  Commission in  Washington,  D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.




CORPDAL:106669.3  26950-00006
                                                        -4-

<PAGE>
=====================================   ========================================
     NO PERSON  HAS  BEEN  AUTHORIZED
TO  GIVE ANY  INFORMATION OR TO  MAKE
ANY REPRESENTATIONS OTHER THAN  THOSE
CONTAINED IN THIS PROSPECTUS, AND  IF
GIVEN OR MADE, SUCH INFORMATION  MUST
NOT BE  RELIED UPON  AS  HAVING  BEEN  
AUTHORIZED  BY  THE  COMPANY  OR  THE
SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A  SOLICITATION  OF  AN  OFFER  TO 
PURCHASE, ANY  SECURITIES  OTHER THAN
THE SHARES OFFERED HEREBY,  OR IN ANY
STATE OR JURISDICTION  IN WHICH  SUCH                    9,683 SHARES
OFFER  OR   SOLICITATION   WOULD   BE
UNLAWFUL.  NEITHER  THE  DELIVERY  OF
THIS PROSPECTUS  NOR  ANY  SALE  MADE 
HEREUNDER   SHALL,     UNDER      ANY 
CIRCUMSTANCES,  CREATE AN IMPLICATION
THAT   THE  INFORMATION   HEREIN   IS
CORRECT  AS OF  ANY  TIME  SUBSEQUENT
TO THE DATE HEREOF.

                                                   SOUTHSIDE BANCSHARES, INC.


   -------------------------------
          TABLE OF CONTENTS                               COMMON STOCK
   -------------------------------
                                   Page
Available Information............   2
Incorporation of Certain 
   Documents by Reference........   2
The Company......................   3             ---------------------------
Selling Shareholders.............   3
Plan of Distribution.............   3                      PROSPECTUS
Legal Matters....................   4
Experts..........................   4             ---------------------------
Additional Information...........   4


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

                                                          June 24, 1998



=====================================   ========================================

CORPDAL:106669.3  26950-00006
                                                   -5-

<PAGE>
                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form  8-A12G,  dated May 12,  1998,  filed  with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of  Incorporation  and Bylaws of the Company  provide that
its officers and  directors  will be  indemnified  by the Company to the fullest
extent permitted by law. The Texas Business  Corporations Act ("TBCA")  permits,
and in some cases  requires,  corporations  to  indemnify  officers,  directors,
agents and  employees  who are or have been a party to or are  threatened  to be
made a party to litigation against judgments,  fines, settlements and reasonable
expenses  under  certain  circumstances.  Under  the TBCA,  reasonable  expenses
incurred by a director or officer  may be paid or  reimbursed  by the Company in
advance of a final  disposition of the proceeding  after the Company  receives a
written  affirmation  by the director or officer of his or her good faith belief
that he or she has met the standard of conduct necessary for indemnification and
a written  undertaking  by or on behalf of the  director or officer to repay the
amount if it is  ultimately  determined  that the  director  or  officer  is not
entitled to  indemnification  by the Company.  The TBCA  requires the Company to
indemnify  an  officer or  director  against  reasonable  expenses  incurred  in
connection  with  the  proceeding  in  which  he or she is  named  defendant  or
respondent  because  he or she is or was a  director  or officer if he or she is
wholly successful in defense of the proceeding.

         The Company has purchased director and officer liability insurance that
insures directors and officers of the Company against  liabilities in connection
with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit     Description of Exhibit

           4.1       Southside  Bancshares, Inc. 1993   Incentive  Stock  Option
                     Plan, as amended

           5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

           23.1      Consent of Jenkens & Gilchrist, a Professional  Corporation
                     (included in their opinion filed as Exhibit 5.1 hereto)

           23.2      Consent of Coopers & Lybrand, L.L.P.

           24.1      Power of  Attorney see signature page of this  registration
                     statement)




CORPDAL:106669.3  26950-00006

<PAGE>

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
           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;

                (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; and

                (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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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  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  of 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.


CORPDAL:106669.3  26950-00006

<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
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 Tyler, Texas, on June 24, 1998:

                                                      SOUTHSIDE BANCSHARES, INC.

                                                  By:/s/ Sam Dawson
                                                     ---------------------------
                                                          Sam Dawson
                                                          President


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Lee R. Gibson, his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission, granting unto each of 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 in connection  therewith,  as fully to all intents and purposes as he
might or could do in person hereby  ratifying and  confirming  that each of said
attorney-in-fact and agent or his substitute 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  by  the  following  persons  in  the
capacities and on the dates included:


SIGNATURE                CAPACITY                                DATE
---------                --------                                ----

/s/ B.G.Hartley
----------------------
B. G. Hartley            Chairman of the Board of Directors      June 24, 1998

/s/ Robbie N. Edmonson
----------------------
Robbie N. Edmonson       Vice Chairman of the Board of Directors June 24, 1998

/s/ Sam Dawson
----------------------
Sam Dawson               President, Secretary and Director       June 24, 1998

/s/ Fred E. Bosworth
----------------------
Fred E. Bosworth         Director                                June 24, 1998

/s/ Herbert C. Buie
----------------------
Herbert C. Buie          Director                                June 24, 1998

/s/ Rollins Caldwell
----------------------
Rollins Caldwell         Director                                June 24, 1998

/s/ W.D.(Joe) Norton
----------------------
W. D. (Joe) Norton       Director                                June 24, 1998

/s/ William Sheehy
----------------------
William Sheehy           Director                                June 24, 1998


CORPDAL:106669.3  26950-00006

<PAGE>

                                INDEX TO EXHIBITS

    Exhibit    Description of Exhibit
    -------    ----------------------

    4.1        Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
               as amended

    5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

    23.1       Consent  of  Jenkens  &  Gilchrist,   a  Professional
               Corporation  (included  in  their  opinion  filed  as
               Exhibit 5.1 hereto)

    23.2       Consent of Coopers & Lybrand, L.L.P.

    24.1       Power  of  Attorney  (see   signature  page  of  this
               registration statement)




CORPDAL:106669.3  26950-00006
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 32588}]
{"company-data": {"conformed-name": "SOUTHSIDE BANCSHARES INC", "cik": "0000705432", "assigned-sic": "6022", "irs-number": "751848732", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57621", "film-number": "98653512"}, "business-address": {"street1": "1201 S BECKHAM", "city": "TYLER", "state": "TX", "zip": "75701", "phone": "9035317111"}, "former-company": {"former-conformed-name": "SOBANK INC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 24, 1998
                                                Registration No. 333-___________

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

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

                           SOUTHSIDE BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)
                     TEXAS                               75-1848732
        (State or other jurisdiction of               (I.R.S. Employer
        incorporation or organization)               Identification No.)

                1201 S. BECKHAM
                 TYLER, TEXAS                               75710
   (Address of principal executive offices)              (Zip Code)
                            -----------------------

                           SOUTHSIDE BANCSHARES, INC.
                                 1993 INCENTIVE
                               STOCK OPTION PLAN,
                                   AS AMENDED
                            (Full title of the plan)
                             -----------------------

               SAM DAWSON                                 copy to:
                PRESIDENT                          RONALD J. FRAPPIER, ESQ.
       SOUTHSIDE BANCSHARES, INC.                    JENKENS & GILCHRIST
             1201 S. BECKHAM                     A PROFESSIONAL CORPORATION
           TYLER, TEXAS  75710                  1445 ROSS AVENUE, SUITE 3200
 (Name and address of agent for service)            DALLAS, TEXAS  75202

             (903) 531-7111
(Telephone number, including area code,
          of agent for service)
                             -----------------------

                         CALCULATION OF REGISTRATION FEE

                                          PROPOSED       PROPOSED
         TITLE OF                          MAXIMUM        MAXIMUM
        SECURITIES        AMOUNT          OFFERING       AGGREGATE    AMOUNT OF
           TO BE          TO BE             PRICE        OFFERING   REGISTRATION
        REGISTERED  REGISTERED (1)(2) PER SHARE (3)(4) PRICE (3)(4)    FEE (4)
------------------- ----------------- ---------------- ------------ ------------
Common Stock, $2.50   385,875 Shares     $26.36         $5,626,268    $1,660.00
par value per share
=================== ================= ================ ============ ============

(1)      THE SECURITIES TO BE REGISTERED  INCLUDE AN AGGREGATE OF 385,875 SHARES
         RESERVED  FOR  ISSUANCE  UNDER  THE  SOUTHSIDE  BANCSHARES,  INC.  1993
         INCENTIVE STOCK OPTION PLAN, AS AMENDED (THE "PLAN").
(2)      PURSUANT  TO RULE 416,  THIS  REGISTRATION  STATEMENT  ALSO COVERS SUCH
         ADDITIONAL  SHARES AS MAY  HEREINAFTER  BE OFFERED OR ISSUED  RESULTING
         FROM STOCK SPLITS, STOCK DIVIDENDS,  RECAPITALIZATIONS OR CERTAIN OTHER
         CAPITAL ADJUSTMENTS.
(3)      ESTIMATED SOLELY FOR PURPOSE OF CALCULATING THE REGISTRATION FEE.
(4)      CALCULATED PURSUANT TO RULE 457(C) AND (H). ACCORDINGLY,  THE PRICE PER
         SHARE OF THE COMMON  STOCK  OFFERED  HEREUNDER  PURSUANT TO THE PLAN IS
         BASED ON (I) 2,134 SHARES OF COMMON STOCK  RESERVED FOR ISSUANCE  UNDER
         THE PLAN, BUT NOT SUBJECT TO OUTSTANDING STOCK OPTIONS,  AT A PRICE PER
         SHARE OF  $26.00,  WHICH  IS THE  AVERAGE  OF THE  HIGH AND LOW  PRICES
         REPORTED ON THE NASDAQ  NATIONAL  MARKET IN THE COMMON STOCK AS OF JUNE
         22, 1998,  WHICH IS A DATE WITHIN FIVE  BUSINESS DAYS PRIOR TO THE DATE
         OF FILING THE REGISTRATION STATEMENT,  AND (II) THE FOLLOWING SHARES OF
         COMMON  STOCK  RESERVED  FOR  ISSUANCE  UNDER THE PLAN AND  SUBJECT  TO
         OPTIONS ALREADY GRANTED THEREUNDER AT THE FOLLOWING EXERCISE PRICES:

         NUMBER OF OPTIONS GRANTED                   OPTION PRICE
         -------------------------                   ------------
                  94,137                                $ 6.27
                  64,827                                 10.37
                  77,175                                 13.61
                  73,502                                 17.75
                  74,100                                 26.36

CORPDAL:106669.3  26950-00006
EXPLANATORY NOTE

         The  information  required by Items 1 and 2 of Part I of Form S-8 to be
contained in the Section  10(a)  prospectus  is omitted  from this  Registration
Statement in accordance with Rule 428 of the Securities Act of 1933, as amended,
and the Note to Part I of Form S-8.

         Included  in Part I of this  Registration  Statement  on Form  S-8 is a
reoffer prospectus  concerning  reoffers and resales of certain of the shares of
Common  Stock  registered  hereby,   which  is  filed  in  reliance  on  General
Instruction C to Form S-8.

CORPDAL:106669.3  26950-00006
9,683 SHARES
                           SOUTHSIDE BANCSHARES, INC.
                                  COMMON STOCK

         This Prospectus  relates to an aggregate of 9,683 shares (the "Shares")
of Common  Stock,  par value $2.50 per share (the  "Common  Stock") of Southside
Bancshares, Inc. (the "Company"),  which may be offered from time to time by the
respective Selling  Shareholders.  See "Selling  Shareholders." The Company will
receive no part of the proceeds from such sales. See "Plan of Distribution." All
expenses  (other than  commissions  and  discounts of  underwriters,  dealers or
agents)   incurred  in  connection  with  this  offering  are  estimated  to  be
approximately $10,000. All of such expenses will be paid by the Company.

         The Company has been advised by the Selling  Shareholders that they may
sell all or a portion of the Shares offered by this Prospectus from time to time
(i) on the Nasdaq National Market at prices prevailing at the time of such sales
or at prices  reasonably  related  thereto,  (ii)  otherwise  than on the Nasdaq
National  Market  at  market  prices  prevailing  at the  time of the sale or at
negotiated prices, or (iii) by a combination of the foregoing methods of sale. A
Selling Shareholder and any broker,  dealer or other agent executing sell orders
on behalf of a Selling Shareholder may be deemed to be "underwriters" within the
meaning of the  Securities  Act of 1933, as amended (the "Act"),  in which event
commissions  received  by any such  broker,  dealer or agent may be deemed to be
underwriting commissions under the Act.

         The Common Stock of the Company is traded on the Nasdaq National Market
under the symbol  "SBSI." On June 22, 1998,  the last reported  closing price of
the Common Stock on the Nasdaq National Market was $ 25.75 per share.

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

    THESE   SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE
    SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES  COMMISSION
    NOR HAS THE COMMISSION NOR ANY STATE SECURITIES  COMMISSION PASSED UPON
    THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.  ANY REPRESENTATION TO THE
    CONTRARY IS A CRIMINAL OFFENSE.

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

                  The date of this Prospectus is June 24, 1998.

CORPDAL:106669.3  26950-00006
AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities  Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  and, in
accordance  therewith,  files  periodic  reports,  proxy  statements  and  other
information with the Securities and Exchange Commission (the "Commission"). Such
periodic reports,  proxy statements,  and other information can be inspected and
copied at the public reference  facilities  maintained by the Commission at Room
1024,  450 Fifth Street,  N.W.,  Washington,  D.C.  20549,  and at the following
regional  offices of the  Commission:  New York Regional  Office,  7 World Trade
Center,  Thirteenth  Floor,  New York, NY 10048;  and Chicago  Regional  Office,
Northwestern  Atrium Center, 500 West Madison Street,  Suite 1400,  Chicago,  IL
60661.  Copies of such  material  can be obtained at  prescribed  rates from the
Public  Reference  Section  of  the  Commission  at  450  Fifth  Street,   N.W.,
Washington,   D.C.  20549.  Reports,  proxy  information  statements  and  other
information  regarding  registrants that file electronically with the Commission
can be obtained at the following Web site maintained by the Commission:
http://www.sec.gov.

         The  Company's  Common  Stock is traded on the Nasdaq  National  Market
under the symbol "SBSI."  Reports and other  information  concerning the Company
can be obtained by contacting  the Nasdaq Stock  Market,  Inc., at the following
address:  Nasdaq  Stock  Market,  Inc.,  1735 K Street  N.W.,  Washington,  D.C.
20006-1500.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The following  documents  filed by the Company with the  Commission are
incorporated herein by reference:

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form  8-A12G,  dated May 12,  1998,  filed  with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

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

         Any statement  contained in a document  incorporated by reference shall
be deemed to be modified or  superseded  for purposes of this  Prospectus to the
extent  that a statement  contained  hereby or in any other  subsequently  filed
document or in an accompanying prospectus supplement 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 Prospectus.

         The Company undertakes to provide without charge to each person to whom
this  Prospectus  is delivered,  upon written or oral request of such person,  a
copy of all documents incorporated herein by reference, other than exhibits. All
requests  for copies of such  documents  should be directed  to: Lee R.  Gibson,
Southside Bancshares, Inc., 1201 S.
Beckham, Tyler, Texas 75710, telephone number (903) 531-7111.

                                   THE COMPANY

         The Company is a Texas  corporation  organized in 1982 that serves as a
bank holding  company for Southside Bank (the "Bank"),  a  Texas-chartered  bank
organized  in 1960.  The  Company  owns all of the  capital  stock of  Southside
Delaware Financial Corporation,  a Delaware corporation  ("Southside Delaware"),
that in turn owns all of the capital stock of the Bank. The Company and the Bank
are headquartered in Tyler, Texas, which is located  approximately 90 miles east
of Dallas,  Texas and 90 miles west of Shreveport,  Louisiana.  The Bank has the
largest deposit base in the Tyler  metropolitan  area, which has a population of
approximately 166,000, and is the largest independent bank headquartered in East
Texas.  At December  31,  1997,  the Company had total  assets of $571  million,
deposits of $463 million,  loans of $293 million and shareholders' equity of $40
million.

         The Bank is a  community-focused  financial  institution  that offers a
full range of  financial  services  to  individuals,  businesses  and  nonprofit
organizations  in its primary market area.  These services  include consumer and
commercial loans,  deposit accounts,  trust services,  safe deposit services and
brokerage services.

CORPDAL:106669.3  26950-00006
                                                        -2-
SELLING SHAREHOLDERS

         This  Prospectus  covers  resales of shares of Common  Stock which have
been awarded to officers and employees of the Company and its subsidiaries whose
performance and  responsibilities  are influential to the success of the Company
("Key  Employees")  under the Southside  Bancshares,  Inc. 1993 Incentive  Stock
Option Plan, as amended (the  "Plan").  The  participants  who have been granted
options  pursuant  to the  Plan,  but  not  yet  exercised  those  options,  are
collectively  referred  to herein as the  "Selling  Shareholders"  and each as a
"Selling  Shareholder."  The  Selling  Shareholders  have  received  the  Shares
pursuant to grants of options to them under the terms of the Plan, and are owned
respectively by each of the Selling Shareholders in the amounts as are listed in
the table below.

         Under the Plan,  approved by the  Shareholders  of the Company on April
28, 1993 and amended on April 24, 1996, a committee of the Board of Directors of
the Company (the  "Board"),  appointed by the Board to administer  the Plan (the
"Committee"),  from time to time  selects Key  Employees  to whom options may be
granted.

         The following table sets forth, as of May 31, 1998, certain information
regarding the beneficial ownership of the Common Stock of the Company as held by
the participants who have been granted options under the Plan:
Common Stock Beneficially            Shares of                  Common Stock
                                            Owned                    Common Stock              Beneficially Owned
            Name                    Prior to Offering (1)               Offered                After Offering (3)
            ----                    ---------------------               -------                ------------------
                                  Number           Percent (2)                             Number           Percent (2)
                                  ------           -----------                             ------           -----------
B.G. Hartley                  64,961.57(4)             1.8%               8,683           56,278.57           1.6%
Chairman of the Board
of the Company and
Chairman of the Board
and Chief Executive
Officer of the Bank

Titus E. Jones                21,250.19(5)              *                 1,000           20,250.19            *
Executive Vice
President, Commercial
Lending, and Director of
the Bank
------------------------
*        Less than one percent (1%)

(1)      Unless  otherwise  indicated,  the persons named in the table have sole
         voting and investment  power with respect to all shares of Common Stock
         beneficially   owned,   subject  to  community   property   laws  where
         applicable.
(2)      As of May 31, 1998, there were 3,500,937  shares of Common Stock issued
         and outstanding.  (3) Assumes that  all of the shares  of Common  Stock
         offered hereby  are actually  sold.  (4) Includes 17,610  shares  which
         could be  acquired  pursuant to  the exercise  of stock  options within
         sixty days of May 31, 1998.
(5)      Includes 18,030 shares which could be acquired pursuant to the exercise
         of stock options within sixty days of May 31, 1998.

CORPDAL:106669.3  26950-00006
                                                        -3-
PLAN OF DISTRIBUTION

         This  Prospectus  covers the sale by the  Selling  Shareholders  of the
Shares.  The Shares were  acquired by the Selling  Shareholders  pursuant to the
Plan.  See "Selling  Shareholders."  The Company has been advised by the Selling
Shareholders  that they may sell all or a portion of the Shares  offered by this
Prospectus  from  time to time  (i) on the  Nasdaq  National  Market  at  prices
prevailing at the time of such sales or at prices  reasonably  related  thereto,
(ii) otherwise than on the Nasdaq National Market at market prices prevailing at
the time of the sale or at negotiated  prices,  or (iii) by a combination of the
foregoing methods of sale. A Selling Shareholder and any broker, dealer or other
agent executing sell orders on behalf of a Selling  Shareholder may be deemed to
be  "underwriters"  within the meaning of the Securities Act of 1933, as amended
(the "Act"), in which event commissions  received by any such broker,  dealer or
agent  may  be  deemed  to be  underwriting  commissions  under  the  Act.  Such
commissions received by a broker,  dealer or agent may be in excess of customary
compensation.

         The Company will pay all of the costs,  expenses  and fees  incident to
the offering and sale of the Shares to the public,  other than  commissions  and
discounts of underwriters, brokers, dealers or agents not paid by the purchasers
of the Shares.

                                  LEGAL MATTERS

         The validity of the Common Stock offered hereby will be passed upon for
the  Company by  Jenkens &  Gilchrist,  a  Professional  Corporation,  1445 Ross
Avenue, Suite 3200, Dallas, Texas 75202-2711.

                                     EXPERTS

         The  consolidated  balance  sheets as of December 31, 1997 and 1996 and
the consolidated  statements of income,  shareholders' equity, and cash flow for
each of the three years in the period ended  December 31, 1997  incorporated  by
reference in this  Prospectus have been  incorporated  herein in reliance on the
report of  Coopers &  Lybrand,  L.L.P.,  independent  accountants,  given on the
authority of that firm as experts in accounting and auditing.

                             ADDITIONAL INFORMATION

         The  Company has filed with the  Securities  and  Exchange  Commission,
Washington,  D.C.,  a  Registration  Statement  on Form S-8  under  the Act with
respect to the Shares offered  hereby.  This Prospectus does not contain all the
information included in such Registration  Statement,  certain portions of which
are omitted as permitted by the rules and  regulations  of the  Commission.  The
Registration Statement, including the exhibits and schedules filed herewith, may
be inspected at the principal  offices of the  Commission in  Washington,  D.C.,
without charge, and copies of the material contained herein may be obtained from
the  Commission  upon payment of the  applicable  copying  charges.  For further
information with respect to the Company and the Shares offered hereby, reference
is made to the Registration Statement and such exhibits and schedules.

CORPDAL:106669.3  26950-00006
                                                        -4-
=====================================   ========================================
     NO PERSON  HAS  BEEN  AUTHORIZED
TO  GIVE ANY  INFORMATION OR TO  MAKE
ANY REPRESENTATIONS OTHER THAN  THOSE
CONTAINED IN THIS PROSPECTUS, AND  IF
GIVEN OR MADE, SUCH INFORMATION  MUST
NOT BE  RELIED UPON  AS  HAVING  BEEN  
AUTHORIZED  BY  THE  COMPANY  OR  THE
SELLING SHAREHOLDERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL,
OR A  SOLICITATION  OF  AN  OFFER  TO 
PURCHASE, ANY  SECURITIES  OTHER THAN
THE SHARES OFFERED HEREBY,  OR IN ANY
STATE OR JURISDICTION  IN WHICH  SUCH                    9,683 SHARES
OFFER  OR   SOLICITATION   WOULD   BE
UNLAWFUL.  NEITHER  THE  DELIVERY  OF
THIS PROSPECTUS  NOR  ANY  SALE  MADE 
HEREUNDER   SHALL,     UNDER      ANY 
CIRCUMSTANCES,  CREATE AN IMPLICATION
THAT   THE  INFORMATION   HEREIN   IS
CORRECT  AS OF  ANY  TIME  SUBSEQUENT
TO THE DATE HEREOF.

                                                   SOUTHSIDE BANCSHARES, INC.

   -------------------------------
          TABLE OF CONTENTS                               COMMON STOCK
   -------------------------------
                                   Page
Available Information............   2
Incorporation of Certain 
   Documents by Reference........   2
The Company......................   3             ---------------------------
Selling Shareholders.............   3
Plan of Distribution.............   3                      PROSPECTUS
Legal Matters....................   4
Experts..........................   4             ---------------------------
Additional Information...........   4

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

                                                          June 24, 1998

=====================================   ========================================

CORPDAL:106669.3  26950-00006
                                                   -5-
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The registrant  hereby  incorporates by reference in this  registration
statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

         (1) The Company's  Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.

         (2)  The  Company's  Quarterly  Report  on Form  10-Q  filed  with  the
Commission for the quarter ended March 31, 1998.

         (3) The description of the Common Stock of the Company set forth in the
Registration  Statement  on Form  8-A12G,  dated May 12,  1998,  filed  with the
Commission,  including any amendment or report filed for the purpose of updating
such description.

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

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not Applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         None.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of  Incorporation  and Bylaws of the Company  provide that
its officers and  directors  will be  indemnified  by the Company to the fullest
extent permitted by law. The Texas Business  Corporations Act ("TBCA")  permits,
and in some cases  requires,  corporations  to  indemnify  officers,  directors,
agents and  employees  who are or have been a party to or are  threatened  to be
made a party to litigation against judgments,  fines, settlements and reasonable
expenses  under  certain  circumstances.  Under  the TBCA,  reasonable  expenses
incurred by a director or officer  may be paid or  reimbursed  by the Company in
advance of a final  disposition of the proceeding  after the Company  receives a
written  affirmation  by the director or officer of his or her good faith belief
that he or she has met the standard of conduct necessary for indemnification and
a written  undertaking  by or on behalf of the  director or officer to repay the
amount if it is  ultimately  determined  that the  director  or  officer  is not
entitled to  indemnification  by the Company.  The TBCA  requires the Company to
indemnify  an  officer or  director  against  reasonable  expenses  incurred  in
connection  with  the  proceeding  in  which  he or she is  named  defendant  or
respondent  because  he or she is or was a  director  or officer if he or she is
wholly successful in defense of the proceeding.

         The Company has purchased director and officer liability insurance that
insures directors and officers of the Company against  liabilities in connection
with the performance of their duties.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         None.

ITEM 8.  EXHIBITS.

         (a)      Exhibits.

                  The   following   documents  are  filed  as  a  part  of  this
registration statement.

         Exhibit     Description of Exhibit

           4.1       Southside  Bancshares, Inc. 1993   Incentive  Stock  Option
                     Plan, as amended

           5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

           23.1      Consent of Jenkens & Gilchrist, a Professional  Corporation
                     (included in their opinion filed as Exhibit 5.1 hereto)

           23.2      Consent of Coopers & Lybrand, L.L.P.

           24.1      Power of  Attorney see signature page of this  registration
                     statement)

CORPDAL:106669.3  26950-00006
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
           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;

                (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; and

                (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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in 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  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  of 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.

CORPDAL:106669.3  26950-00006
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
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 Tyler, Texas, on June 24, 1998:

                                                      SOUTHSIDE BANCSHARES, INC.

                                                  By:/s/ Sam Dawson
                                                     ---------------------------
                                                          Sam Dawson
                                                          President

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below hereby constitutes and appoints Lee R. Gibson, his true and lawful
attorney-in-fact  and agent, with full power of substitution and  resubstitution
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments to this Registration Statement,  and to file the same with all
exhibits  thereto  and  other  documents  in  connection  therewith,   with  the
Commission, granting unto each of 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 in connection  therewith,  as fully to all intents and purposes as he
might or could do in person hereby  ratifying and  confirming  that each of said
attorney-in-fact and agent or his substitute 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  by  the  following  persons  in  the
capacities and on the dates included:

SIGNATURE                CAPACITY                                DATE
---------                --------                                ----

/s/ B.G.Hartley
----------------------
B. G. Hartley            Chairman of the Board of Directors      June 24, 1998

/s/ Robbie N. Edmonson
----------------------
Robbie N. Edmonson       Vice Chairman of the Board of Directors June 24, 1998

/s/ Sam Dawson
----------------------
Sam Dawson               President, Secretary and Director       June 24, 1998

/s/ Fred E. Bosworth
----------------------
Fred E. Bosworth         Director                                June 24, 1998

/s/ Herbert C. Buie
----------------------
Herbert C. Buie          Director                                June 24, 1998

/s/ Rollins Caldwell
----------------------
Rollins Caldwell         Director                                June 24, 1998

/s/ W.D.(Joe) Norton
----------------------
W. D. (Joe) Norton       Director                                June 24, 1998

/s/ William Sheehy
----------------------
William Sheehy           Director                                June 24, 1998

CORPDAL:106669.3  26950-00006
INDEX TO EXHIBITS

    Exhibit    Description of Exhibit
    -------    ----------------------

    4.1        Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
               as amended

    5.1        Opinion of Jenkens & Gilchrist, a Professional Corporation

    23.1       Consent  of  Jenkens  &  Gilchrist,   a  Professional
               Corporation  (included  in  their  opinion  filed  as
               Exhibit 5.1 hereto)

    23.2       Consent of Coopers & Lybrand, L.L.P.

    24.1       Power  of  Attorney  (see   signature  page  of  this
               registration statement)

CORPDAL:106669.3  26950-00006