As filed with the Securities and Exchange Commission on January 27, 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.
                         Recognition and Retention 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,
           Bedford, Texas                      A Professional Corporation
           (817) 285-6195                1919 Pennsylvania Ave., N.W., Suite 600
                                              Washington, D.C. 20006-3404

(Name, address, and telephone number including
 area code of agent for service for service)

<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      14,000 shares           $17.525(2)            $245,350(2)                $22.58
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 average of the bid and asked prices of the
common  stock on the OTC  Electronic  Bulletin  Board of  $17.525  per  share on
January 22, 2003.
</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.  Recognition  and
Retention  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   Recognition   and  Retention   Plan
                  (Previously filed with the Securities and Exchange  Commission
                  on September 26, 2002, as Appendix C 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.





<PAGE>



                                   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

<PAGE>



                                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>

/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 Officer,            January 23, 2003
---------------------------------------                 Chief Financial Officer and
Garry J. Graham                                         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 Index

         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   Recognition   and  Retention   Plan
                  (Previously filed with the Securities and Exchange  Commission
                  on September 26, 2002, as Appendix C 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": "s8rrp-jan272003.txt", "secsgml_size_bytes": 20167}]
{"company-data": {"conformed-name": "BANCAFFILIATED INC", "cik": "0001133409", "assigned-sic": "6035", "irs-number": "752926393"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102730", "film-number": "03525536"}, "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 27, 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.
                         Recognition and Retention 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,
           Bedford, Texas                      A Professional Corporation
           (817) 285-6195                1919 Pennsylvania Ave., N.W., Suite 600
                                              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      14,000 shares           $17.525(2)            $245,350(2)                $22.58
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 average of the bid and asked prices of the
common  stock on the OTC  Electronic  Bulletin  Board of  $17.525  per  share on
January 22, 2003.
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.  Recognition  and
Retention  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   Recognition   and  Retention   Plan
                  (Previously filed with the Securities and Exchange  Commission
                  on September 26, 2002, as Appendix C 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 Officer,            January 23, 2003
---------------------------------------                 Chief Financial Officer and
Garry J. Graham                                         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 Index

         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   Recognition   and  Retention   Plan
                  (Previously filed with the Securities and Exchange  Commission
                  on September 26, 2002, as Appendix C 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