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)
                                March 22, 1998


                            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 March 22, 1998, the Registrant issued a press release attached as 
Exhibit 99 announcing an unsolicited acquisition offer.

        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 announcing the receipt of an unsolicited 
                     acquisition offer dated March 22, 1998



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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: March 24, 1998
                                        By: /s/ LANE WARD
                                            -----------------------------------
                                            Lane Ward
                                            Vice Chairman, President and
                                              Chief Executive Officer

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