EXHIBIT 5




                                  May 27, 1997


Board of Directors
Fort Bend Holding Corp.
3400 Avenue H
Rosenberg, Texas  77471

Members of the Board:

     We have acted as counsel to Fort Bend Holding Corp. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of a registration statement on Form S-8 under the Securities Act of
1933 (the "Registration Statement") relating to 25,000 shares of the Company's
Common Stock, par value $0.01 per share (the "Common Stock"), to be offered
pursuant to the Fort Bend Federal Savings and Loan Association of Rosenberg
Profit Sharing and Trust Plan  (the "Plan"), and related interests in the Plan.

     In this connection, we have reviewed originals or copies, certified or
otherwise identified to our satisfaction, of the Company's Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors and such other
documents and corporate records as we deem appropriate for the purpose of
rendering this opinion.

     Based upon the foregoing, it is our opinion that the shares of Common Stock
to be offered by the Company will be, when and if issued, sold and paid for as
contemplated by the Plan, legally issued, fully paid and non-assessable shares
of Common Stock of the Company.

     We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement.  In giving this consent, we do not admit that we are
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.

                                    Very truly yours,
 



                                    SILVER, FREEDMAN & TAFF, L.L.P.