As filed with the Securities and Exchange Commission on January 24, 2003

                                                 Registration No. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________________

                              BancAffiliated, Inc.
             (Exact name of registrant as specified in its charter)


           Maryland                                               75-2926393
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                500 Harwood Road
                              Bedford, Texas 76021
          (Address of principal executive offices, including zip code)

                       ___________________________________

                              BancAffiliated, Inc.
                      2002 Stock Option and Incentive Plan
                            (Full title of the plan)
                       __________________________________

<TABLE>
<CAPTION>

<S>                                                        <C>
                      Garry J. Graham                      Copy to:
            President, Chief Executive Officer                            Richard S. Garabedian, Esq.
                   BancAffiliated, Inc.                                      Michael A. Troy, Esq.
                     500 Harwood Road                           Jenkens & Gilchrist, A Professional Corporation
                      Bedford, Texas                                1919 Pennsylvania Ave., N.W., Suite 600
                      (817) 285-6195                                      Washington, D.C. 20006-3404
      (Name, address, and telephone number including
       area code of agent for service for service)
</TABLE>


<TABLE>
<CAPTION>


                                          CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered     be registered(1)         per share            offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------
<S>                               <C>                   <C>                   <C>                        <C>
Common Stock (par value $0.01     38,900 shares         $11.53(2)             $448,517(2)                $41.27
per share)
--------------------------------------------------------------------------------------------------------------------------
<FN>

(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     registration  statement also covers an  indeterminate  number of additional
     shares of common stock which, by reason of certain events  specified in the
     employee benefit plan described herein,  may become subject to the employee
     benefit plan.
(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the  registration  fee,  based upon the price at which the  options  may be
     exercised.

</FN>
</TABLE>


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the BancAffiliated,  Inc. 2002 Stock Option and
Incentive  Plan,  which we refer to as the Plan, as specified by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission  under the Securities Act
of 1933, as amended.

Such documents are not being filed with the Securities and Exchange  Commission,
but  constitute  (along with the documents  incorporated  by reference  into the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously or concurrently filed by BancAffiliated,
Inc. with the Securities  and Exchange  Commission  are hereby  incorporated  by
reference in this registration statement:

          (a) BancAffiliated, Inc.'s Annual Report on Form 10-KSB for the fiscal
     year ended June 30, 2002 (File No. 16433) filed on September 30, 2002, with
     the Securities and Exchange Commission;

          (b)  BancAffiliated,  Inc.'s  Quarterly  Report on Form 10-QSB for the
     fiscal quarter ended  September 30, 2002 (File No. 16433) filed on November
     14, 2002, with the Securities and Exchange Commission;

          (c) all other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal
     year covered by audited financial statements contained in the Annual Report
     on Form 10-KSB referred to in Item 3(a) above; and

          (d) the description of the Common Stock, par value $0.01 per share, of
     BancAffiliated,  Inc.  set  forth  in the  Registration  Statement  on Form
     8-A12B, filed with the Securities and Exchange Commission on April 6, 2001,
     including  any  amendment or report filed for the purpose of updating  such
     description.

     All  documents   subsequently  filed  by  BancAffiliated,   Inc.  with  the
Securities and Exchange  Commission  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration  Statement and the Prospectus to the extent that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

Item 4.  Description of Securities

         Not applicable.

<PAGE>


Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article 12 of BancAffiliated, Inc.'s Articles of Incorporation provides for
indemnification  of current and former  directors  and  officers or  individuals
serving any other entity at the request of BancAffiliated,  Inc., to the fullest
extent  required  or  permitted  under  Maryland  law. In  addition,  Article 12
provides for the  indemnification  of other  employees  and agents to the extent
authorized by the Board of Directors and permitted  under Maryland law.  Article
12 also provides Affiliated BancAffiliated,  Inc. with the authority to purchase
insurance for indemnification purposes. The indemnification provisions set forth
within Article 12 are  non-exclusive in nature,  however,  BancAffiliated,  Inc.
shall not be liable for any  payment  under  Article 12 to the extent  that said
person  entitled to be  indemnified  has  actually  received  payment  under any
insurance  policy,  agreement or otherwise  of the amounts  indemnifiable  under
Article 12.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
permits a  corporation  to  indemnify  a person  against  judgments,  penalties,
settlements and reasonable  expenses unless it is proven that (1) the conduct of
the person was  material  to the matter  giving rise to the  proceeding  and the
person acted in bad faith or with "active and  deliberate  dishonesty,"  (2) the
person  actually  received an improper  benefit or (3) in the case of a criminal
proceeding, the person had reason to believe that his conduct was unlawful.

     Maryland  law  provides  that where a person is a defendant in a derivative
proceeding,  the person may not be  indemnified if the person is found liable to
the corporation. Maryland law also provides that a person may not be indemnified
in any proceeding  alleging improper personal benefit to the person in which the
person was found  liable on the grounds  that  personal  benefit was  improperly
received.

     Maryland  law  further  provides  that  unless  otherwise  provided  in the
corporation's  Articles  of  Incorporation,  a director  or officer  (but not an
employee or agent) who is  successful  on the merits or  otherwise in defense of
any proceeding must be indemnified against reasonable expenses.  The Articles of
Incorporation do not otherwise provide a bar against mandatory indemnification.

     Finally, Section 2-418 of the General Corporation Law also permits expenses
incurred by a person in defending a proceeding to be paid by the  corporation in
advance  of the final  disposition  of the  proceeding  upon the  receipt  of an
undertaking  by the director or officer to repay this amount if it is ultimately
determined  that he or she is not entitled to be indemnified by the  corporation
against these  expenses.  The person  seeking  indemnification  of expenses must
affirm in writing  that he or she  believes in good faith that he or she has met
the applicable standard for indemnification of expenses.

Item 7.  Exemption From Registration Claimed

         Not applicable.

<PAGE>


Item 8.  Exhibits

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

          4.1  Articles of Incorporation  of  BancAffiliated,  Inc.  (Previously
               filed with the Securities and Exchange  Commission on February 1,
               2002,  as  Exhibit  3.1 to  BancAffiliated,  Inc.'s  Registration
               Statement  on Form SB-2  (File No.  333-54814)  and  incorporated
               herein by reference)

          4.2  Bylaws  of  BancAffiliated,   Inc.  (Previously  filed  with  the
               Securities  and  Exchange  Commission  on  February  1, 2002,  as
               Exhibit 3.2 to BancAffiliated,  Inc.'s Registration  Statement on
               Form  SB-2  (File  No.  333-54814)  and  incorporated  herein  by
               reference)

          4.3  BancAffiliated,  Inc.'s  2002  Stock  Option and  Incentive  Plan
               (Previously filed with the Securities and Exchange  Commission on
               September  26,  2002,  as  Appendix B to  BancAffiliated,  Inc.'s
               Definitive Proxy Statement relating to the 2002 Annual Meeting of
               Stockholders  (File No.  001- 16433) and  incorporated  herein by
               reference)

          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)

          23.2 Consent of Payne, Falkner, Smith & Jones, P.C.

          24   Power of Attorney*

         ____________________

          *    Contained in Signature Page


<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 (the "Securities
     Act"),  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 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 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 and will be governed by
     the final adjudication of such issue.




                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bedford, State of Texas, on January 23, 2003.

                               BancAffiliated, Inc.


                               By:  /s/ Garry J. Graham
                                    --------------------------------------------
                                    Garry J. Graham
                                    President, Chief Executive Officer and Chief
                                    Financial Officer



                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby  constitutes  and  appoints  Garry J.  Graham  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  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  said
attorney-in-fact  and agent 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>    <C>    <C>    <C>    <C>
/s/ Kenneth L. Lee                                      Chairman of the Board and                     January 23, 2003
---------------------------                             Director of the Corporation
Kenneth L. Lee


/s/ Donald H. Stone                                     Vice Chairman of the Board                    January 23, 2003
---------------------------                             and Director of the Corporation
Donald H. Stone


/s/ Garry J. Graham                                     President, Chief Executive                    January 23, 2003
---------------------------                             Officer, Chief Financial Officer
Garry J. Graham                                         and Director of the Corporation

/s/ William J. Wethington                               Director of the Corporation                   January 23, 2003
---------------------------
William J. Wethington

/s/ James E. Jennings                                   Director of the Corporation                   January 23, 2003
---------------------------
James E. Jennings

/s/ Kenneth L. Schilling                                Director of the Corporation                   January 23, 2003
---------------------------
Kenneth L. Schilling

</TABLE>


<PAGE>

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

          4.1  Articles of Incorporation  of  BancAffiliated,  Inc.  (Previously
               filed with the Securities and Exchange  Commission on February 1,
               2002,  as  Exhibit  3.1 to  BancAffiliated,  Inc.'s  Registration
               Statement  on Form SB-2  (File No.  333-54814)  and  incorporated
               herein by reference)

          4.2  Bylaws  of  BancAffiliated,   Inc.  (Previously  filed  with  the
               Securities  and  Exchange  Commission  on  February  1, 2002,  as
               Exhibit 3.2 to BancAffiliated,  Inc.'s Registration  Statement on
               Form  SB-2  (File  No.  333-54814)  and  incorporated  herein  by
               reference)

          4.3  BancAffiliated,  Inc.'s  2002  Stock  Option and  Incentive  Plan
               (Previously filed with the Securities and Exchange  Commission on
               September  26,  2002,  as  Appendix B to  BancAffiliated,  Inc.'s
               Definitive Proxy Statement relating to the 2002 Annual Meeting of
               Stockholders  (File No.  001- 16433) and  incorporated  herein by
               reference)

          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)

         23.2* Consent of Payne, Falkner, Smith & Jones, P.C.

         24**  Power of Attorney

         ____________________

          *    Filed herewith
          **   Contained in Signature Page
[{"type": "S-8", "sequence": "1", "filename": "forms812403.txt", "description": "FORM S-8 FOR 12403", "secsgml_size_bytes": 20473}]
{"company-data": {"conformed-name": "BANCAFFILIATED INC", "cik": "0001133409", "assigned-sic": "6035", "irs-number": "752926393"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102720", "film-number": "03524608"}, "business-address": {"street1": "500 HARWOOD RD", "city": "BEDFORD", "state": "TX", "zip": "76021", "phone": "8172856195"}, "mail-address": {"street1": "500 HARWOOD RD", "city": "BEDFORD", "state": "TX", "zip": "76021"}}
As filed with the Securities and Exchange Commission on January 24, 2003

                                                 Registration No. 333-
--------------------------------------------------------------------------------

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

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                        _________________________________

                              BancAffiliated, Inc.
             (Exact name of registrant as specified in its charter)

           Maryland                                               75-2926393
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                500 Harwood Road
                              Bedford, Texas 76021
          (Address of principal executive offices, including zip code)

                       ___________________________________

                              BancAffiliated, Inc.
                      2002 Stock Option and Incentive Plan
                            (Full title of the plan)
                       __________________________________
Garry J. Graham                      Copy to:
            President, Chief Executive Officer                            Richard S. Garabedian, Esq.
                   BancAffiliated, Inc.                                      Michael A. Troy, Esq.
                     500 Harwood Road                           Jenkens & Gilchrist, A Professional Corporation
                      Bedford, Texas                                1919 Pennsylvania Ave., N.W., Suite 600
                      (817) 285-6195                                      Washington, D.C. 20006-3404
      (Name, address, and telephone number including
       area code of agent for service for service)
CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------------------------------------------------
                                                       Proposed maximum       Proposed maximum
           Title of                 Amount to           offering price           aggregate                Amount of
 securities to be registered     be registered(1)         per share            offering price         registration fee
--------------------------------------------------------------------------------------------------------------------------
Common Stock (par value $0.01     38,900 shares         $11.53(2)             $448,517(2)                $41.27
per share)
--------------------------------------------------------------------------------------------------------------------------
(1)  Pursuant to Rule 416 under the  Securities  Act of 1933,  as amended,  this
     registration  statement also covers an  indeterminate  number of additional
     shares of common stock which, by reason of certain events  specified in the
     employee benefit plan described herein,  may become subject to the employee
     benefit plan.
(2)  Estimated,  pursuant to Rule 457(h),  solely for the purpose of calculating
     the  registration  fee,  based upon the price at which the  options  may be
     exercised.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of Form S-8 will be
sent or given to participants in the BancAffiliated,  Inc. 2002 Stock Option and
Incentive  Plan,  which we refer to as the Plan, as specified by Rule  428(b)(1)
promulgated by the Securities and Exchange  Commission  under the Securities Act
of 1933, as amended.

Such documents are not being filed with the Securities and Exchange  Commission,
but  constitute  (along with the documents  incorporated  by reference  into the
Registration  Statement  pursuant to Item 3 of Part II hereof) a prospectus that
meets the  requirements  of  Section  10(a) of the  Securities  Act of 1933,  as
amended.

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     The following documents previously or concurrently filed by BancAffiliated,
Inc. with the Securities  and Exchange  Commission  are hereby  incorporated  by
reference in this registration statement:

          (a) BancAffiliated, Inc.'s Annual Report on Form 10-KSB for the fiscal
     year ended June 30, 2002 (File No. 16433) filed on September 30, 2002, with
     the Securities and Exchange Commission;

          (b)  BancAffiliated,  Inc.'s  Quarterly  Report on Form 10-QSB for the
     fiscal quarter ended  September 30, 2002 (File No. 16433) filed on November
     14, 2002, with the Securities and Exchange Commission;

          (c) all other reports filed  pursuant to Section 13(a) or 15(d) of the
     Securities  Exchange Act of 1934,  as amended,  since the end of the fiscal
     year covered by audited financial statements contained in the Annual Report
     on Form 10-KSB referred to in Item 3(a) above; and

          (d) the description of the Common Stock, par value $0.01 per share, of
     BancAffiliated,  Inc.  set  forth  in the  Registration  Statement  on Form
     8-A12B, filed with the Securities and Exchange Commission on April 6, 2001,
     including  any  amendment or report filed for the purpose of updating  such
     description.

     All  documents   subsequently  filed  by  BancAffiliated,   Inc.  with  the
Securities and Exchange  Commission  pursuant to Sections 13(a),  13(c),  14, or
15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold,  shall
be deemed incorporated by reference into this Registration Statement and to be a
part  thereof  from the date of the  filing  of such  documents.  Any  statement
contained  in the  documents  incorporated,  or  deemed to be  incorporated,  by
reference  herein or therein  shall be deemed to be modified or  superseded  for
purposes of this Registration  Statement and the Prospectus to the extent that a
statement  contained  herein  or  therein  or in any  other  subsequently  filed
document which also is, or is deemed to be,  incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement and the Prospectus.

Item 4.  Description of Securities

         Not applicable.
Item 5.           Interests of Named Experts and Counsel

         Not applicable.

Item 6.  Indemnification of Directors and Officers

     Article 12 of BancAffiliated, Inc.'s Articles of Incorporation provides for
indemnification  of current and former  directors  and  officers or  individuals
serving any other entity at the request of BancAffiliated,  Inc., to the fullest
extent  required  or  permitted  under  Maryland  law. In  addition,  Article 12
provides for the  indemnification  of other  employees  and agents to the extent
authorized by the Board of Directors and permitted  under Maryland law.  Article
12 also provides Affiliated BancAffiliated,  Inc. with the authority to purchase
insurance for indemnification purposes. The indemnification provisions set forth
within Article 12 are  non-exclusive in nature,  however,  BancAffiliated,  Inc.
shall not be liable for any  payment  under  Article 12 to the extent  that said
person  entitled to be  indemnified  has  actually  received  payment  under any
insurance  policy,  agreement or otherwise  of the amounts  indemnifiable  under
Article 12.

     Section  2-418 of the  General  Corporation  Law of the  State of  Maryland
permits a  corporation  to  indemnify  a person  against  judgments,  penalties,
settlements and reasonable  expenses unless it is proven that (1) the conduct of
the person was  material  to the matter  giving rise to the  proceeding  and the
person acted in bad faith or with "active and  deliberate  dishonesty,"  (2) the
person  actually  received an improper  benefit or (3) in the case of a criminal
proceeding, the person had reason to believe that his conduct was unlawful.

     Maryland  law  provides  that where a person is a defendant in a derivative
proceeding,  the person may not be  indemnified if the person is found liable to
the corporation. Maryland law also provides that a person may not be indemnified
in any proceeding  alleging improper personal benefit to the person in which the
person was found  liable on the grounds  that  personal  benefit was  improperly
received.

     Maryland  law  further  provides  that  unless  otherwise  provided  in the
corporation's  Articles  of  Incorporation,  a director  or officer  (but not an
employee or agent) who is  successful  on the merits or  otherwise in defense of
any proceeding must be indemnified against reasonable expenses.  The Articles of
Incorporation do not otherwise provide a bar against mandatory indemnification.

     Finally, Section 2-418 of the General Corporation Law also permits expenses
incurred by a person in defending a proceeding to be paid by the  corporation in
advance  of the final  disposition  of the  proceeding  upon the  receipt  of an
undertaking  by the director or officer to repay this amount if it is ultimately
determined  that he or she is not entitled to be indemnified by the  corporation
against these  expenses.  The person  seeking  indemnification  of expenses must
affirm in writing  that he or she  believes in good faith that he or she has met
the applicable standard for indemnification of expenses.

Item 7.  Exemption From Registration Claimed

         Not applicable.
Item 8.  Exhibits

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

          4.1  Articles of Incorporation  of  BancAffiliated,  Inc.  (Previously
               filed with the Securities and Exchange  Commission on February 1,
               2002,  as  Exhibit  3.1 to  BancAffiliated,  Inc.'s  Registration
               Statement  on Form SB-2  (File No.  333-54814)  and  incorporated
               herein by reference)

          4.2  Bylaws  of  BancAffiliated,   Inc.  (Previously  filed  with  the
               Securities  and  Exchange  Commission  on  February  1, 2002,  as
               Exhibit 3.2 to BancAffiliated,  Inc.'s Registration  Statement on
               Form  SB-2  (File  No.  333-54814)  and  incorporated  herein  by
               reference)

          4.3  BancAffiliated,  Inc.'s  2002  Stock  Option and  Incentive  Plan
               (Previously filed with the Securities and Exchange  Commission on
               September  26,  2002,  as  Appendix B to  BancAffiliated,  Inc.'s
               Definitive Proxy Statement relating to the 2002 Annual Meeting of
               Stockholders  (File No.  001- 16433) and  incorporated  herein by
               reference)

          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)

          23.2 Consent of Payne, Falkner, Smith & Jones, P.C.

          24   Power of Attorney*

         ____________________

          *    Contained in Signature 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 (the "Securities
     Act"),  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 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 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 and will be governed by
     the final adjudication of such issue.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Bedford, State of Texas, on January 23, 2003.

                               BancAffiliated, Inc.

                               By:  /s/ Garry J. Graham
                                    --------------------------------------------
                                    Garry J. Graham
                                    President, Chief Executive Officer and Chief
                                    Financial Officer

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENT, that each individual whose signature appears
below  hereby  constitutes  and  appoints  Garry J.  Graham  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  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  said
attorney-in-fact  and agent 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/ Kenneth L. Lee                                      Chairman of the Board and                     January 23, 2003
---------------------------                             Director of the Corporation
Kenneth L. Lee

/s/ Donald H. Stone                                     Vice Chairman of the Board                    January 23, 2003
---------------------------                             and Director of the Corporation
Donald H. Stone

/s/ Garry J. Graham                                     President, Chief Executive                    January 23, 2003
---------------------------                             Officer, Chief Financial Officer
Garry J. Graham                                         and Director of the Corporation

/s/ William J. Wethington                               Director of the Corporation                   January 23, 2003
---------------------------
William J. Wethington

/s/ James E. Jennings                                   Director of the Corporation                   January 23, 2003
---------------------------
James E. Jennings

/s/ Kenneth L. Schilling                                Director of the Corporation                   January 23, 2003
---------------------------
Kenneth L. Schilling
Exhibit           Description of Exhibit
         -------           ----------------------

          4.1  Articles of Incorporation  of  BancAffiliated,  Inc.  (Previously
               filed with the Securities and Exchange  Commission on February 1,
               2002,  as  Exhibit  3.1 to  BancAffiliated,  Inc.'s  Registration
               Statement  on Form SB-2  (File No.  333-54814)  and  incorporated
               herein by reference)

          4.2  Bylaws  of  BancAffiliated,   Inc.  (Previously  filed  with  the
               Securities  and  Exchange  Commission  on  February  1, 2002,  as
               Exhibit 3.2 to BancAffiliated,  Inc.'s Registration  Statement on
               Form  SB-2  (File  No.  333-54814)  and  incorporated  herein  by
               reference)

          4.3  BancAffiliated,  Inc.'s  2002  Stock  Option and  Incentive  Plan
               (Previously filed with the Securities and Exchange  Commission on
               September  26,  2002,  as  Appendix B to  BancAffiliated,  Inc.'s
               Definitive Proxy Statement relating to the 2002 Annual Meeting of
               Stockholders  (File No.  001- 16433) and  incorporated  herein by
               reference)

          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)

         23.2* Consent of Payne, Falkner, Smith & Jones, P.C.

         24**  Power of Attorney

         ____________________

          *    Filed herewith
          **   Contained in Signature Page