As filed with the Securities and Exchange Commission on April 6, 2001
                                              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
                                    President
                           Southside Bancshares, Inc.
                                 1201 S. Beckham
                               Tyler, Texas 75710
                     (Name and address of agent for service)

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

<TABLE>
<CAPTION>

                         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) (5)       per share (3)(4)           price (3)(4)          fee (4)(5)
--------------------------- ------------------------  ------------------------- -----------------------  ---------------
<S>                             <C>                             <C>                 <C>                      <C>
Common Stock ($1.25             429,603 Shares                  $9.375              $4,027,528.13            $1,006.88
par value per share)
=========================== ========================  ========================= =======================  ===============

<FN>

(1)  The  securities  to be  registered  include  an  aggregate  429,603  shares
     reserved for issuance under the Southside  Bancshares  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 to  prevent
     dilution 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 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $9.375,  which is the  average of the  highest  and lowest  price per
     share of common stock on the Nasdaq National Market on April 2, 2001.
(5)  Pursuant to Rule 429, the prospectus  included as part of this Registration
     Statement  also  relates to the  remaining  893,397  shares  (reflecting  a
     two-for-one  stock split  effective on May 10, 2000 and 5% stock  dividends
     payable  in each of  1998,  1999  and  2000)  under  the  Plan  which  were
     previously  registered  on the  Registration  Statement  on Form  S-8  (No.
     333-57621),  in respect of which $1,660 has been paid to the Securities and
     Exchange Commission as a filing fee.

</FN>
</TABLE>

     Pursuant to General Instruction E of Form S-8, this Registration  Statement
relates to the  registration  of additional  shares of Common  Stock,  par value
$1.25 per share, of the Company under the Plan. The Company has

<PAGE>

earlier filed a Registration  Statement on Form S-8 (No.  333-57621) relating to
the Plan, the contents of which is hereby incorporated by reference.  The shares
listed above  reflect a  two-for-one  stock split  effective May 10, 2000 and 5%
stock dividends payable in each of the fiscal years 1998, 1999 and 2000.



<PAGE>

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Company  hereby  incorporates  by  reference  in this  registration
statement  the  following  documents  previously  filed by the Company  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, 2000.

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000.

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on November 17, 2000.

         (4) 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 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 (filed as Exhibit 4.1 to the  Company's
                        Registration Statement on Form S-8 (No. 333-57621))

          5.1           Opinion   of   Jenkens   &   Gilchrist,  a  Professional
                        Corporation

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

          23.2          Consent of PricewaterhouseCoopers LLP

          24            Power of Attorney (included with  signature page of this
                        Registration Statement)

---------

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:


                                      II-3



<PAGE>




         (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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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.

                                      II-4



<PAGE>




                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tyler, State of Texas, on April 4, 2001.

                                                      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 Sam Dawson and Lee R. Gibson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  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 attorneys-in-fact and
agents 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 attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

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

<TABLE>
<CAPTION>


Signature                                            Capacity                                    Date
---------                                            --------                                    ----

<S>                                                  <C>                                         <C>
/s/ B.G. Hartley                                     Chairman of the Board                       April 4, 2001
---------------------------                          and Director
B.G. Hartley


/s/ Robbie N. Edmonson                               Vice Chairman of the Board                  April 5, 2001
---------------------------                          and Director
Robbie N. Edmonson


/s/ Sam Dawson                                       President, Secretary                        April 4, 2001
---------------------------                          and Director
Sam Dawson


/s/ Fred E. Bosworth                                 Director                                    April 5, 2001
---------------------------
Fred E. Bosworth


/s/ Herbert C. Buie                                  Director                                    April 5, 2001
---------------------------
Herbert C. Buie


/s/ Rollins Caldwell                                 Director                                    April 5, 2001
---------------------------
Rollins Caldwell



<PAGE>

/s/ Michael Gollob                                   Director                                    April 5, 2001
---------------------------
Michael Gollob


/s/ W.D. (Joe) Norton                                Director                                    April 5, 2001
---------------------------
W.D. (Joe) Norton


/s/ Paul W. Powell                                   Director                                    April 5, 2001
---------------------------
Paul W. Powell


/s/ William Sheehy                                   Director                                    April 5, 2001
---------------------------
William Sheehy



</TABLE>




<PAGE>



                                INDEX TO EXHIBITS

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

          4.1       Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
                    as amended (filed as Exhibit 4.1 to the Company's  Registra-
                    tion Statement on Form S-8 (No. 333-57621))

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

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

          23.2      Consent of PricewaterhouseCoopers LLP

          24        Power of  Attorney (included with  signature  page  of  this
                    Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 FOR SOUTHSIDE BANCSHARES, INC.", "secsgml_size_bytes": 15378}]
{"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": "333-58428", "film-number": "1597203"}, "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 April 6, 2001
                                              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
                                    President
                           Southside Bancshares, Inc.
                                 1201 S. Beckham
                               Tyler, Texas 75710
                     (Name and address of agent for service)

                                 (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) (5)       per share (3)(4)           price (3)(4)          fee (4)(5)
--------------------------- ------------------------  ------------------------- -----------------------  ---------------
Common Stock ($1.25             429,603 Shares                  $9.375              $4,027,528.13            $1,006.88
par value per share)
=========================== ========================  ========================= =======================  ===============
(1)  The  securities  to be  registered  include  an  aggregate  429,603  shares
     reserved for issuance under the Southside  Bancshares  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 to  prevent
     dilution 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 457(h).  Accordingly,  the price per
     share of common stock offered hereunder  pursuant to the Plan is calculated
     to be $9.375,  which is the  average of the  highest  and lowest  price per
     share of common stock on the Nasdaq National Market on April 2, 2001.
(5)  Pursuant to Rule 429, the prospectus  included as part of this Registration
     Statement  also  relates to the  remaining  893,397  shares  (reflecting  a
     two-for-one  stock split  effective on May 10, 2000 and 5% stock  dividends
     payable  in each of  1998,  1999  and  2000)  under  the  Plan  which  were
     previously  registered  on the  Registration  Statement  on Form  S-8  (No.
     333-57621),  in respect of which $1,660 has been paid to the Securities and
     Exchange Commission as a filing fee.
Pursuant to General Instruction E of Form S-8, this Registration  Statement
relates to the  registration  of additional  shares of Common  Stock,  par value
$1.25 per share, of the Company under the Plan. The Company has
earlier filed a Registration  Statement on Form S-8 (No.  333-57621) relating to
the Plan, the contents of which is hereby incorporated by reference.  The shares
listed above  reflect a  two-for-one  stock split  effective May 10, 2000 and 5%
stock dividends payable in each of the fiscal years 1998, 1999 and 2000.
PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The Company  hereby  incorporates  by  reference  in this  registration
statement  the  following  documents  previously  filed by the Company  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, 2000.

         (2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000.

         (3) The Company's  Current Report on Form 8-K filed with the Commission
on November 17, 2000.

         (4) 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 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 (filed as Exhibit 4.1 to the  Company's
                        Registration Statement on Form S-8 (No. 333-57621))

          5.1           Opinion   of   Jenkens   &   Gilchrist,  a  Professional
                        Corporation

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

          23.2          Consent of PricewaterhouseCoopers LLP

          24            Power of Attorney (included with  signature page of this
                        Registration Statement)

---------

Item 9.  Undertakings.

A.  The undersigned registrant hereby undertakes:

                                      II-3
(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.

         (3) To remove from registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

B.  The  undersigned   registrant   hereby  undertakes  that,  for  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification  for liabilities  arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the 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.

                                      II-4
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Tyler, State of Texas, on April 4, 2001.

                                                      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 Sam Dawson and Lee R. Gibson, and
each of them, each with full power to act without the other, his true and lawful
attorneys-in-fact   and  agents,  each  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 attorneys-in-fact and
agents 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 attorneys-in-fact and agents or his substitutes may
lawfully do or cause to be done by virtue hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates included:
Signature                                            Capacity                                    Date
---------                                            --------                                    ----
/s/ B.G. Hartley                                     Chairman of the Board                       April 4, 2001
---------------------------                          and Director
B.G. Hartley

/s/ Robbie N. Edmonson                               Vice Chairman of the Board                  April 5, 2001
---------------------------                          and Director
Robbie N. Edmonson

/s/ Sam Dawson                                       President, Secretary                        April 4, 2001
---------------------------                          and Director
Sam Dawson

/s/ Fred E. Bosworth                                 Director                                    April 5, 2001
---------------------------
Fred E. Bosworth

/s/ Herbert C. Buie                                  Director                                    April 5, 2001
---------------------------
Herbert C. Buie

/s/ Rollins Caldwell                                 Director                                    April 5, 2001
---------------------------
Rollins Caldwell
/s/ Michael Gollob                                   Director                                    April 5, 2001
---------------------------
Michael Gollob

/s/ W.D. (Joe) Norton                                Director                                    April 5, 2001
---------------------------
W.D. (Joe) Norton

/s/ Paul W. Powell                                   Director                                    April 5, 2001
---------------------------
Paul W. Powell

/s/ William Sheehy                                   Director                                    April 5, 2001
---------------------------
William Sheehy
INDEX TO EXHIBITS

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

          4.1       Southside Bancshares, Inc. 1993 Incentive Stock Option Plan,
                    as amended (filed as Exhibit 4.1 to the Company's  Registra-
                    tion Statement on Form S-8 (No. 333-57621))

          5.1       Opinion of Jenkens & Gilchrist, a Professional Corporation

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

          23.2      Consent of PricewaterhouseCoopers LLP

          24        Power of  Attorney (included with  signature  page  of  this
                    Registration Statement)