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)
                               January 29, 1997



                            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 jurisdiction     (Commission File No.)        (IRS Employer
     of incorporation)                                    Identification 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: (281) 342-5571
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         (Former name or former address, if changed since last report)


 
Item 5.  Other Events

     On January 29, 1997, the Registrant issued the earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the 
quarter ended December 31, 1996.

     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                             Earnings release, dated January 29, 1997


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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: February 3, 1997                 By: /s/ LANE WARD
                                           -----------------------------
                                           Lane Ward
                                           Vice Chairman, President and 
                                            Chief Executive Officer



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