<PAGE>
 
    As filed with the Securities and Exchange Commission on May     , 1997
                                              Registration No. 333-

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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                            FORT BEND HOLDING CORP.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       76-0391720
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

    3400 AVENUE H, ROSENBERG, TEXAS                         77471
(Address of principal executive offices)                  (Zip Code)

                       FORT BEND FEDERAL SAVING AND LOAN
                            ASSOCIATION OF ROSENBERG
                              PROFIT SHARING PLAN
                                   AND TRUST
                            (Full title of the plan)

                           Martin L. Meyrowitz, P.C.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                            Washington, D.C.  20005
                    (Name and address of agent for service)
                                 (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================================

                                                                                    PROPOSED         PROPOSED    
                                             TITLE OF                               MAXIMUM          MAXIMUM                        

                                         SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE     AGGREGATE         AMOUNT OF     

                                            REGISTERED           REGISTERED         PER SHARE     OFFERING PRICE   REGISTRATION FEE 

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

<S>                                     <C>                  <C>                 <C>              <C>              <C>
Common Stock, $.01 par value                                 25,000 shares/(1)/      $27.25/(2)/    $681,250/(2)/       $206.44/(2)/

Interests in Profit Sharing Plan/(3)/                             N/A/(3)/             N/A              N/A                N/A/(3)/
====================================================================================================================================

</TABLE>

/(1)/ Estimated maximum aggregate number of shares of Fort Bend Holding Corp.
      ("Fort Bend") common stock purchasable with employee and employer
      contributions under the Plan during the next 60 months.

/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee at $27.25 per share, which was the
      average of the high and low prices of the Fort Bend common stock on May
      19, 1997, as reported on the Nasdaq National Market.

/(3)/ In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this Registration Statement also covers an indeterminate amount
      of interests to be offered or sold pursuant to the employee benefit plan
      described herein. In accordance with Rule 457(h)(2) no separate fee
      calculation is made for plan interests.

================================================================================
<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 Fort Bend Federal Savings and Loan
Association of Rosenberg Profit Sharing Plan and Trust (the "Plan") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

          Such documents are not being filed with the 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.
<PAGE>
 
                                    PART II

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently filed by Fort Bend
Holding Corp. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement and the Prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been or
will be delivered to the participants in the Plan covered by this Registration
Statement:

     (a) The Company's Annual Report on Form 10-KSB for the year ended March 31,
     1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act");

     (b) All other reports filed by the Company pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered by the
     audited financial statements referred to in (a) above;

     (c) The description of the Company's Common Stock, par value $0.01 per
     share, contained in the Company's Registration Statement on Form 8-A filed
     with the Commission on May 3, 1993, and all amendments or reports filed for
     the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof, and 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 the Prospectus and to be a part hereof and 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 in the
Prospectus 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.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated).  Requests should 

                                      II-1
<PAGE>
 
be directed to FBFS&L Committee, Fort Bend Federal Savings and Loan Association
of Rosenberg, 3400 Avenue H, Rosenberg, Texas 77471, telephone number (281)238-
7071.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.

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 ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
judgments, fines and reasonable settlements, costs, expenses and attorneys' fees
incurred in any actual, threatened or potential proceeding, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware ("Section 145").  Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

                                      II-2
<PAGE>
 
     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may
be made (i) by a majority vote of the Directors of the Company who are not
parties to such action, suit or proceeding, even though such directors
constitute less than a quorum, or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(iii) by the Stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      II-3
<PAGE>
 
ITEM 8. EXHIBITS.
 
<TABLE> 
<CAPTION> 

                                                                       
                                                                       
                                                                       
                                                                       


 Regulation 
     S-K                                                              Reference to Prior
   Exhibit                                                            Filing or Exhibit
   Number                  Document                                 Number Attached Hereto
-----------   ---------------------------------------------  ------------------------------------
<S>           <C>                                            <C> 
4             Instruments defining the rights of
              security holders, including indentures
 
              (1) Certificate of Incorporation of            *
              Fort Bend Holding Corp.

              (2) Bylaws of Fort Bend                        *
              Holding Corp.

              (3) Specimen form of common stock              *
              certificate of Fort Bend Holding Corp.

              (4) Description of Fort Bend Holding           Filed as an exhibit to the
              Corp. Common Stock, par value                  Company's Registration Statement 
              $0.01 per share                                on Form 8-A filed with the 
                                                             Commission on May 3, 1993, as 
                                                             amended and hereby incorporated 
                                                             by reference in accordance with 
                                                             Item 601 of Regulation S-B.
              (5) Form of Indenture dated as of
              December 5, 1995 with respect to the           * *
              Registrant's 8% Convertible
              Subordinated Debentures, due
              December 1, 2005.
 
              (6) Form of Debenture
                                                             * *
 
              (7) Fort Bend Federal Savings and Loan         Attached as Exhibit 4.7
              Association of Rosenberg Profit
              Sharing Plan and Trust

 5            Opinion of Silver, Freedman & Taff,            Attached as Exhibit 5
              L.L.P.

23.1          Consent of Coopers & Lybrand L.L.P.            Attached as Exhibit 23.1

23.2          Consent of Silver, Freedman & Taff,            Contained in Exhibit 5
              L.L.P. (Included in Exhibit 5)
</TABLE>

                                      II-4
<PAGE>
 
* Filed as an exhibit to the Registrant's Form S-1 registration statement (File
No. 33-57722) and incorporated herein by reference in accordance with Item 601
of Regulation S-B.

* * Filed as an exhibit to the Registrant's Form SB-2 registration statement
(File No. 33-97920) and incorporated herein by reference in accordance with Item
601 of Regulation S-B.

  The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.

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.

          (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

                                      II-5
<PAGE>
 
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-6
<PAGE>
 
                                   SIGNATURES


The Registrant.     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that is 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 Rosenberg, State of Texas, on the 27/th/ day of
May, 1997.

                                   FORT BEND HOLDING CORP.

 
Date: May 27, 1997                  By: /s/ Lane Ward
     -------------                     -------------------------------------
                                        Lane Ward
                                        President, Chief Executive Officer
                                        and Director
                                        (Duly Authorized Representative)

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


By: /s/ Lane Ward                    By: /s/ David D. Rinehart
   --------------                       --------------------------------------
    Lane Ward                            David D. Rinehart
    President, Chief Executive           Senior Vice President and
    Officer and Director                 Chief Financial Officer
                                         (Principal Financial and Accounting
                                         Officer)

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------

By: /s/ Robert W. Lindsay            By: /s/ George C. Brady
   ----------------------               --------------------------------------
    Robert W. Lindsay                    George C. Brady
    Chairman of the Board                Director

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------
 
By: /s/ J. Patrick Gubbels           By: /s/ William A. Little
   -----------------------              --------------------------------------
    J. Patrick Gubbels                   William A. Little
    Director                             Director

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------

                                      II-7
<PAGE>
 
By: /s/ Wayne O. Poldrack            By: /s/ Doyle G. Callender
   ----------------------               --------------------------------------
    Wayne O. Poldrack                    Doyle G. Callender
    Director                             Director

Date: May 27, 1997                   Date:  May 27, 1997
     -------------                        ------------------------------------


By: /s/ Ron L. Workman
   -------------------------
    Ron L. Workman
    Director

Date: May 27, 1997
     -----------------------

                                      II-8
<PAGE>
 
                                   SIGNATURES


The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto, duly authorized, in the City of Rosenberg, State of
Texas on the 27/th/ day of May, 1997.

 
                                   FORT BEND FEDERAL SAVINGS AND LOAN
                                   ASSOCIATION OF ROSENBERG PROFIT SHARING PLAN
                                   AND TRUST
 

                                   By: /s/ Stephen S. Hand
                                      ----------------------------------------
                                       American Industries Trust Company
                                       Trustee of the Fort Bend Federal
                                       Savings and Loan Association of Rosenberg
                                       Profit Sharing Plan and Trust
 
 
Date: May 27, 1997
     -------------------

                                      II-9
<PAGE>
 
================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



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



                                    EXHIBITS


                                       TO


                                    FORM S-8


                             REGISTRATION STATEMENT


                                     UNDER


                           THE SECURITIES ACT OF 1933



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



                            FORT BEND HOLDING CORP.



================================================================================
<PAGE>
 
                                 EXHIBIT INDEX
 
 Exhibit
 Number
---------

  4.7        Fort Bend Federal Savings and Loan Association of Rosenberg
             Profit Sharing Plan and Trust

  5          Opinion of Silver, Freedman & Taff, L.L.P.

 23.1        Consent of Coopers and Lybrand L.L.P.

 23.2        Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 23510}]
{"company-data": {"conformed-name": "FORT BEND HOLDING CORP", "cik": "0000896766", "assigned-sic": "6035", "irs-number": "760391720", "state-of-incorporation": "DE", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-27839", "film-number": "97614466"}, "business-address": {"street1": "3400 AVENUE H", "city": "ROSENBERG", "state": "TX", "zip": "77471", "phone": "7133425571"}}
As filed with the Securities and Exchange Commission on May     , 1997
                                              Registration No. 333-

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

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

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

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

                            FORT BEND HOLDING CORP.
             (Exact name of registrant as specified in its charter)

          DELAWARE                                       76-0391720
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

    3400 AVENUE H, ROSENBERG, TEXAS                         77471
(Address of principal executive offices)                  (Zip Code)

                       FORT BEND FEDERAL SAVING AND LOAN
                            ASSOCIATION OF ROSENBERG
                              PROFIT SHARING PLAN
                                   AND TRUST
                            (Full title of the plan)

                           Martin L. Meyrowitz, P.C.
                        Silver, Freedman & Taff, L.L.P.
     (a limited liability partnership including professional corporations)
                            1100 New York Ave., N.W.
                            Washington, D.C.  20005
                    (Name and address of agent for service)
                                 (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
====================================================================================================================================

                                                                                    PROPOSED         PROPOSED    
                                             TITLE OF                               MAXIMUM          MAXIMUM                        

                                         SECURITIES TO BE      AMOUNT TO BE      OFFERING PRICE     AGGREGATE         AMOUNT OF     

                                            REGISTERED           REGISTERED         PER SHARE     OFFERING PRICE   REGISTRATION FEE 

------------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 par value                                 25,000 shares/(1)/      $27.25/(2)/    $681,250/(2)/       $206.44/(2)/

Interests in Profit Sharing Plan/(3)/                             N/A/(3)/             N/A              N/A                N/A/(3)/
====================================================================================================================================
/(1)/ Estimated maximum aggregate number of shares of Fort Bend Holding Corp.
      ("Fort Bend") common stock purchasable with employee and employer
      contributions under the Plan during the next 60 months.

/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee at $27.25 per share, which was the
      average of the high and low prices of the Fort Bend common stock on May
      19, 1997, as reported on the Nasdaq National Market.

/(3)/ In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
      amended, this Registration Statement also covers an indeterminate amount
      of interests to be offered or sold pursuant to the employee benefit plan
      described herein. In accordance with Rule 457(h)(2) no separate fee
      calculation is made for plan interests.

================================================================================
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 Fort Bend Federal Savings and Loan
Association of Rosenberg Profit Sharing Plan and Trust (the "Plan") as specified
by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act").

          Such documents are not being filed with the 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.
PART II

             INFORMATION NOT REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously or concurrently filed by Fort Bend
Holding Corp. (the "Company") with the Commission are hereby incorporated by
reference in this Registration Statement and the Prospectus to which this
Registration Statement relates (the "Prospectus"), which Prospectus has been or
will be delivered to the participants in the Plan covered by this Registration
Statement:

     (a) The Company's Annual Report on Form 10-KSB for the year ended March 31,
     1996, filed pursuant to Section 13(a) or 15(d) of the Securities Exchange
     Act of 1934, as amended (the "Exchange Act");

     (b) All other reports filed by the Company pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the fiscal year covered by the
     audited financial statements referred to in (a) above;

     (c) The description of the Company's Common Stock, par value $0.01 per
     share, contained in the Company's Registration Statement on Form 8-A filed
     with the Commission on May 3, 1993, and all amendments or reports filed for
     the purpose of updating such description.

     All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date hereof, and 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 the Prospectus and to be a part hereof and 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 in the
Prospectus 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.

     The Company shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated).  Requests should 

                                      II-1
be directed to FBFS&L Committee, Fort Bend Federal Savings and Loan Association
of Rosenberg, 3400 Avenue H, Rosenberg, Texas 77471, telephone number (281)238-
7071.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.

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 ELEVENTH of the Company's Certificate of Incorporation provides for
indemnification of directors and officers of the Registrant against any and all
judgments, fines and reasonable settlements, costs, expenses and attorneys' fees
incurred in any actual, threatened or potential proceeding, to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware ("Section 145").  Article ELEVENTH also provides for the authority to
purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the name of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

                                      II-2
Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may
be made (i) by a majority vote of the Directors of the Company who are not
parties to such action, suit or proceeding, even though such directors
constitute less than a quorum, or (ii) if there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(iii) by the Stockholders.

     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors and
officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not Applicable.

                                      II-3
ITEM 8. EXHIBITS.
Regulation 
     S-K                                                              Reference to Prior
   Exhibit                                                            Filing or Exhibit
   Number                  Document                                 Number Attached Hereto
-----------   ---------------------------------------------  ------------------------------------
4             Instruments defining the rights of
              security holders, including indentures
 
              (1) Certificate of Incorporation of            *
              Fort Bend Holding Corp.

              (2) Bylaws of Fort Bend                        *
              Holding Corp.

              (3) Specimen form of common stock              *
              certificate of Fort Bend Holding Corp.

              (4) Description of Fort Bend Holding           Filed as an exhibit to the
              Corp. Common Stock, par value                  Company's Registration Statement 
              $0.01 per share                                on Form 8-A filed with the 
                                                             Commission on May 3, 1993, as 
                                                             amended and hereby incorporated 
                                                             by reference in accordance with 
                                                             Item 601 of Regulation S-B.
              (5) Form of Indenture dated as of
              December 5, 1995 with respect to the           * *
              Registrant's 8% Convertible
              Subordinated Debentures, due
              December 1, 2005.
 
              (6) Form of Debenture
                                                             * *
 
              (7) Fort Bend Federal Savings and Loan         Attached as Exhibit 4.7
              Association of Rosenberg Profit
              Sharing Plan and Trust

 5            Opinion of Silver, Freedman & Taff,            Attached as Exhibit 5
              L.L.P.

23.1          Consent of Coopers & Lybrand L.L.P.            Attached as Exhibit 23.1

23.2          Consent of Silver, Freedman & Taff,            Contained in Exhibit 5
              L.L.P. (Included in Exhibit 5)
II-4
* Filed as an exhibit to the Registrant's Form S-1 registration statement (File
No. 33-57722) and incorporated herein by reference in accordance with Item 601
of Regulation S-B.

* * Filed as an exhibit to the Registrant's Form SB-2 registration statement
(File No. 33-97920) and incorporated herein by reference in accordance with Item
601 of Regulation S-B.

  The Company hereby undertakes that it will submit or has submitted the Plan
and any amendment thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as
amended.

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.

          (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

                                      II-5
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-6
SIGNATURES

The Registrant.     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that is 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 Rosenberg, State of Texas, on the 27/th/ day of
May, 1997.

                                   FORT BEND HOLDING CORP.

 
Date: May 27, 1997                  By: /s/ Lane Ward
     -------------                     -------------------------------------
                                        Lane Ward
                                        President, Chief Executive Officer
                                        and Director
                                        (Duly Authorized Representative)

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

By: /s/ Lane Ward                    By: /s/ David D. Rinehart
   --------------                       --------------------------------------
    Lane Ward                            David D. Rinehart
    President, Chief Executive           Senior Vice President and
    Officer and Director                 Chief Financial Officer
                                         (Principal Financial and Accounting
                                         Officer)

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------

By: /s/ Robert W. Lindsay            By: /s/ George C. Brady
   ----------------------               --------------------------------------
    Robert W. Lindsay                    George C. Brady
    Chairman of the Board                Director

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------
 
By: /s/ J. Patrick Gubbels           By: /s/ William A. Little
   -----------------------              --------------------------------------
    J. Patrick Gubbels                   William A. Little
    Director                             Director

Date: May 27, 1997                   Date: May 27, 1997
     -------------                        ------------------------------------

                                      II-7
By: /s/ Wayne O. Poldrack            By: /s/ Doyle G. Callender
   ----------------------               --------------------------------------
    Wayne O. Poldrack                    Doyle G. Callender
    Director                             Director

Date: May 27, 1997                   Date:  May 27, 1997
     -------------                        ------------------------------------

By: /s/ Ron L. Workman
   -------------------------
    Ron L. Workman
    Director

Date: May 27, 1997
     -----------------------

                                      II-8
SIGNATURES

The Plan. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto, duly authorized, in the City of Rosenberg, State of
Texas on the 27/th/ day of May, 1997.

 
                                   FORT BEND FEDERAL SAVINGS AND LOAN
                                   ASSOCIATION OF ROSENBERG PROFIT SHARING PLAN
                                   AND TRUST
 

                                   By: /s/ Stephen S. Hand
                                      ----------------------------------------
                                       American Industries Trust Company
                                       Trustee of the Fort Bend Federal
                                       Savings and Loan Association of Rosenberg
                                       Profit Sharing Plan and Trust
 
 
Date: May 27, 1997
     -------------------

                                      II-9
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                     UNDER

                           THE SECURITIES ACT OF 1933

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

                            FORT BEND HOLDING CORP.

================================================================================
EXHIBIT INDEX
 
 Exhibit
 Number
---------

  4.7        Fort Bend Federal Savings and Loan Association of Rosenberg
             Profit Sharing Plan and Trust

  5          Opinion of Silver, Freedman & Taff, L.L.P.

 23.1        Consent of Coopers and Lybrand L.L.P.

 23.2        Consent of Silver, Freedman & Taff, L.L.P. (included in Exhibit 5)