SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549



                                   FORM 8-K

                                CURRENT REPORT


                    PURSUANT TO SECTION 13 OR 15 (D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



               Date of Report (Date of earliest event reported)
                              September 20, 1996


                            FORT BEND HOLDING CORP.
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            (Exact name of Registrant as specified in its Charter)


        DELAWARE                    0-21328                       76-0391720
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      (State or other         (Commission File No.)            (IRS Employer
       jurisdiction of                                          Identification
       incorporation)                                               Number)


                3400 AVENUE H. ROSENBERG, TEXAS                   77471-3808
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              (Address of principal executive offices)            (Zip Code)



      Registrant's telephone number, including area code: (713) 342-5571
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- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report)



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Item 5.         Other Events
- -----------------------------

        On September 30, 1996, the Registrant issued the press release attached 
as Exhibit 99 announcing the Stock Repurchase Program.

        The foregoing information does not purport to be complete and is 
qualified in its entirety by reference to the Exhibit to this Report.


Item 7.         Financial Statements and Exhibits
- -------------------------------------------------

        (c)     Exhibits

                The Exhibit referred to in Item 5 of this Report and listed on 
the accompanying Exhibit Index is filed as part of this Report and is 
incorporated herein by reference.



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        EXHIBIT
        NUMBER                        DESCRIPTION

          99             Press release, dated September 20, 1996       






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                                  SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                                FORT BEND HOLDING CORP.



Date:  September 30, 1996                       By: /s/ Lane Ward
                                                   ------------------------     
                                                   Lane Ward
                                                   Vice Chairman, President and
                                                   Chief Executive Officer     





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