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)
                                  May 6, 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               (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: (281) 342-5571
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         (Former name or former address, if changed since last report)
 
 

 
Item 5.    Other Events
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     On May 6, 1998, the Registrant issued a earnings release attached as
Exhibit 99 announcing the declaration of a cash dividend and earnings for the
fourth quarter ended March 31, 1998.

     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
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     (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
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99                         Fourth Quarter Fiscal 1998 Earnings Release,
                           dated May 6, 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:  May 8, 1998                       By:      /s/ LANE WARD
                                              ----------------------------------
                                                   Lane Ward
                                                   Vice Chairman, President and
                                                     Chief Executive Officer
 
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