UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

-------------------------
FORM 10-K
(Mark one)
[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission File Number: 0-8937

BancTEXAS Group Inc.
(Exact name of registrant as specified in its charter)

Delaware 75-1604965
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

8820 Westheimer Road
P.O. Box 630369
Houston, Texas 77263-0369
(Address of principal executive offices) (Zip Code)
(713) 781-7171
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

Name of each exchange on
Title of class which registered
-------------- ----------------

Common Stock, $.01 Par Value Per Share New York Stock Exchange

Securities registered pursuant to Section 12 (g) of the Act: None

-------------------------

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes X No
--- ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant, based on the closing price of the Common Stock on the New York
Stock Exchange on March 13, 1995, was $23,200,903. For purposes of this
computation, officers, directors and 5% beneficial owners of the registrant
are deemed to be affiliates. Such determination should not be deemed an
admission that such directors, officers or 5% beneficial owners are, in
fact, affiliates of the registrant.

As of March 13, 1995, 20,654,025 shares of the registrant's Common Stock,
$.01 par value and 37,500,000 shares of the registrant's Class B Common
Stock, $.01 par value, were outstanding. Documents incorporated by
reference: Portions of the Annual Report to Stockholders for the year
ended December 31, 1994 are incorporated by reference into Part I and II of
this report. Portions of the Definitive Proxy Statement for the Annual
Meeting of Stockholders of the registrant, to be held May 18, 1995 are
incorporated by reference into Part III of this Report.

===============================================================================

PART I

Item 1. Business

General

BancTEXAS Group Inc., a bank holding company headquartered in Houston,
Texas (herein BancTEXAS or the Company), was organized as a Delaware
corporation in 1978. The Company's executive office is located at 8820
Westheimer Road, Houston, Texas. The principal function of the Company is
to assist the management of its banking subsidiary, BankTEXAS N.A. (herein
the Bank) in asset and liability management, planning, operating policies
and procedures, loan participation, personnel management, internal audit
and control procedures, loan review and regulatory compliance. The Bank
operates under the day-to-day management of its own officers with guidance
from BancTEXAS.

At December 31, 1994, BancTEXAS had, on a consolidated basis,
approximately $331.8 million in total assets, $203.3 million in total
loans, net of unearned discount, $241.6 million in total deposits, and
$39.7 million in total stockholders' equity.

The Bank is headquartered at 8820 Westheimer Road, Houston, Texas.
Through its six offices located in Houston, Dallas, McKinney and Irving,
Texas, the Bank offers a broad range of commercial and personal banking
services including certificates of deposit accounts, individual retirement
and other time deposit accounts, checking and other demand deposit
accounts, interest checking accounts, savings accounts and money market
accounts. The Bank also offers various types of loans to its customers,
which include commercial and industrial, commercial and residential real
estate, real estate construction and development, and consumer and
installment loans. In addition, the Bank makes available to its customers
other financial services, which include automatic teller machines, credit-
related insurance and safe deposit boxes.

On August 31, 1994, BancTEXAS issued and sold 37,500,000 shares of
Class B common stock (the "Class B Stock") in exchange for $30 million cash
in a private placement. The purchaser of the Class B Stock was First
Banks, Inc. ("First Banks") a multi-bank holding company headquartered in
St. Louis, Missouri. As a result of this transaction, First Banks became
the owner of approximately 65.4% of the outstanding voting stock of
BancTEXAS as of August 31, 1994. The Class B Stock is generally equivalent
to the Company's publicly-held common stock (herein after referred to as
"Common Stock") except that it is not registered with the Securities and
Exchange Commission, not listed on any exchange and, with limited
exceptions, it is not transferable, other than to an affiliate of First
Banks. In the event BancTEXAS were to commence the payment of dividends to
its shareholders, the Class B Stock would receive dividends only to the
extent that the dividends on the Common Stock exceed $.03 per share
annually. The terms of the Class B Stock allow First Banks to purchase
additional shares of Class B Stock if a sufficient number of additional
shares of Common Stock are issued to cause its ownership to fall below 55%,
at prices to be determined based on a formula related to the book value per
share of Common Stock. The Class B Stock is convertible into Common Stock
at any time after August 31, 1999 at the option of First Banks.

For a description of the general business of BancTEXAS during the past
year, see "Management's Discussion and Analysis of Financial Condition and
Results of Operations - General" on page 4 of the BancTEXAS 1994 Annual
Report to Stockholders, which is incorporated herein by reference.

Supervision and Regulation

The following discussion of statutes and regulations affecting bank
holding companies and banks is only a summary and does not purport to be
complete. This discussion is qualified in its entirety by reference to
such statutes and regulations.

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BancTEXAS and the Bank

BancTEXAS is a registered bank holding company pursuant to the Bank
Holding Company Act of 1956, as amended (the "Bank Holding Company Act")
and, as such, is subject to regulation and examination by the Board of
Governors of the Federal Reserve System (the "Federal Reserve Board"). It
is required to file with the Federal Reserve Board annual reports and other
information regarding its business operations and those of its subsidiaries
and affiliates, including First Banks. The Federal Reserve Board has
asserted the authority under the Bank Holding Company Act to require a bank
holding company, such as BancTEXAS, to provide capital to an
undercapitalized subsidiary bank, and legislation enacted in 1991 contains
provisions having a similar effect. Furthermore, the Bank Holding Company
Act and the regulations thereunder limit acquisitions by a bank holding
company of 5% or more of the voting shares of additional banks and
companies in other businesses, and often require prior regulatory approval
for those acquisitions which are permitted. A bank holding company is
generally prohibited from acquiring any company unless its business is
determined by the Federal Reserve Board to be so closely related to banking
as to be a proper incident thereto.

BancTEXAS is also subject to periodic examinations conducted to
determine its compliance with applicable statutes and regulations, its
financial condition, and other aspects of its operations.

The Federal Reserve Act imposes restrictions on loans and other
transactions between the Bank and BancTEXAS or any of BancTEXAS' other
subsidiaries and affiliates, including First Banks. These restrictions
require, among other things, that all transactions between the Bank and the
Company or its nonbank subsidiaries be on substantially similar terms as
comparable transactions between the Bank and nonaffiliated enterprises.
BancTEXAS is also subject to certain restrictions with respect to engaging
in the securities business and in businesses not deemed "closely related"
to banking.

The Bank is chartered under the National Bank Act of 1864, and it is
subject to regulation, supervision and examination by the Comptroller of
the Currency and to regulations promulgated by both the Federal Reserve
Board and the FDIC. The FDIC insures all deposits held by the Bank up to,
in general, a maximum of $100,000 for each insured depositor.

The operations of the Bank are also subject to numerous laws and
regulations relating to the extension of credit and making of loans to
individuals. Such laws include the Federal Consumer Credit Protection Act,
which regulates, among other things, disclosure of credit terms, credit
advertising, credit billing and collection, and expansion of credit, and
the Texas Consumer Credit Code and Texas Consumer Protection Code, which
regulate, among other things, interest rates, disclosure of credit terms
and practices relating to the extension and collection of loans. In
addition, remedies to the borrower and penalties to the lender are provided
for failure of the lender to comply with such laws and regulations. The
scope and requirements of such laws and regulations have been expanded
significantly in recent years.

The enactment of two recent federal statutes, the Financial
Institutions Reform, Recovery and Enforcement Act of 1989 ("FIRREA") and
the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA"), has significantly affected the banking industry generally and
will have an ongoing effect on both BancTEXAS and the Bank in the
foreseeable future.

FIRREA restructured both the deposit insurance system and the
regulation of savings institutions, and it contains numerous provisions
affecting banks. This legislation also includes several provisions that
relate to bank holding companies including those described herein and
numerous other provisions. Among the more significant changes, the Bank
Insurance Fund of the FDIC was established to insure bank deposits, and the
FDIC has increased the premiums which were paid by banks. FIRREA also
provides for cross-guarantees for commonly controlled banks and thrifts.
If the FDIC incurs a loss in connection with the default of an insured bank
or thrift, any other commonly controlled depository institution may be
required to reimburse the FDIC for the loss. Other important changes in
banking law and regulation made by FIRREA include enhanced supervisory and
enforcement powers for the federal banking regulatory agencies, creation of
the Resolution Trust Corporation to dispose of failed savings institutions
and their assets, and broadened authority for bank holding companies to
acquire savings institutions.

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FDICIA increased the resources available to the FDIC for the resolution
of bank failures and imposed substantial new supervisory and regulatory
measures on the banking industry, particularly troubled banks. It also
added substantial new enforcement mechanisms for financial institutions
which do not meet capital levels specified in regulations adopted pursuant
to FDICIA.

The regulatory agencies are also required to adopt uniform capital and
accounting rules requiring, where practicable, supplemental disclosure of
"mark-to-market" valuation of assets and liabilities and of contingent
assets and liabilities. The FDIC is required to develop deposit insurance
premiums which are based on the level of risk determined by the regulatory
agencies to be present in particular institutions, as discussed further
below under "FDIC Insurance Premiums."

FDICIA also provided for numerous other regulatory changes, including
expanded roles for audit committees and independent auditors, particularly
in larger financial institutions; additional regulatory reporting; consumer
low- and moderate-income lending and deposit programs; and periodic review
and updating of applicable standards. In addition, the FDIC was granted
new authority to adopt minimum standards for various aspects of the
operations of depository institutions.

Regulations Governing Capital

Both BancTEXAS and the Bank are subject to risk-based and leverage
capital requirements, which are administered by the Federal Reserve Board
and the OCC.

See "Management's Discussion and Analysis of Financial Condition and
Results of Operations - Capital Resources" on page 18 of BancTEXAS' 1994
Annual Report to Stockholders, which is incorporated herein by reference.

FDIC Insurance Premiums

The Bank and the industry as a whole are subject to FDIC deposit
insurance premiums which have increased in recent years. Effective July 1,
1991, the FDIC increased deposit insurance premiums to 23 cents per $100 of
deposits from 19.5 cents in the first half of 1991, 12.0 cents in 1990 and
8.3 cents prior thereto. Under FIRREA, the FDIC is authorized to charge
varying premiums to different categories of banks depending on risk
assessment factors (particularly capital ratios) and to set the annual
premiums for depository institutions as high as determined necessary to
assure stability of the insurance fund, thus eliminating the maximum annual
increase of 7.5 cents and the prior overall cap of 32.5 cents per $100 of
deposits. The premium paid by the Bank, which was 29 cents per $100 in
deposits in 1994, is subject to periodic adjustments arising from the
overall condition of the Bank Insurance Fund and the capital and regulatory
positions of the Bank.

Acquisitions and Branch Banking; Community Reinvestment Act Requirements

Since 1988 both commercial banks and savings institutions have had
unlimited branch banking privileges in Texas, subject to the prior approval
of an institution's primary federal and/or state regulatory authority. As
a result, acquisitions of banks by other banks or bank holding companies
are frequently structured so as to eliminate the separate bank charters of
acquired banks, converting some or all of them into branch banks;
furthermore, banking organizations operating in Texas now have the option
of opening additional branch offices as an alternative to acquiring
additional banks, thrift institutions or holding companies.

Proposals to revise the Community Reinvestment Act ("CRA"), which
imposes requirements on insured financial institutions with respect to
lending to members of low- and moderate-income groups within their
respective service areas, are likely to be a focal point of both
legislative and regulatory attention in the next few years. The Clinton
Administration has requested that the four bank and thrift regulatory
agencies adopt new requirements, and proposed new rules have been published
for comment by the four agencies. Although it is not possible to predict
the exact form

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of the changes which may be made, these changes may impede or change the
process by which an institution such as the Bank is able to grow through
acquisition and/or opening new branch offices, and they could also affect
any possible acquisition by BancTEXAS and the Bank.

Interstate Banking

BancTEXAS has had the legal authority for several years to acquire or
establish banks in states other than Texas. However, the Company's
financial condition prior to the 1994 private placement has precluded such
acquisitions, and the laws of many other states would not have permitted
the transactions. Federal legislation enacted in 1994 has significantly
expanded the potential scope of regional and nationwide banking by bank
holding companies and banks. Beginning in September 1995, bank holding
companies will have the right to expand, by acquiring existing banks, into
states which have heretofore restricted entry. In addition, the
legislation provides that, subject to future action by individual states, a
holding company will have the right, commencing in 1997, to convert the
banks which it owns in different states to branches of a single bank. A
state is permitted to "opt out" of the law which will permit conversion of
separate banks to branches, but not that allowing holding companies from
other states to enter the state. The federal legislation also establishes
limits on acquisitions by large banking organizations, providing that no
acquisition may be undertaken if it would result in the entity's having
deposits exceeding either 10% of all bank deposits in the United States or
30% of the bank deposits in the state in which the acquisition would occur.

BancTEXAS' acquisition efforts have historically been limited to Texas
banking organizations, but the purchase prices for such organizations have
increased significantly in the past several years. Management and the
Board of Directors have recently decided to consider acquisition prospects
in other geographic areas, where potential purchase prices may be lower
than in Texas.

Usury Laws

The maximum legal rate of interest that a bank may charge on a loan
depends on a variety of factors such as the type of borrower, purpose of
the loan, amount of the loan, and date that the loan is made. There are
several different state and federal statutes that set maximum legal rates
of interest for various lending situations. If a loan qualifies under more
than one statute, a bank may often charge the highest rate for which the
loan is eligible.

Certain federal statutes partially preempt state usury laws. They
remove, among other things, the state usury limitations on certain first
lien residential real property loans made by certain federally related
lenders including the Bank. Usury law interest ceilings can have
substantial adverse effects on a bank's ability to lend money at profitable
rates in periods when interest rates and costs of funds to the bank are
high, both in absolute terms and relative to competitors. Moreover,
because some competitors of the Bank are located outside of Texas and are
subject to more favorable interest rate regulation or no interest rate
regulation at all, they may be able to lend funds to potential customers of
the Bank at higher rates of interest.

Environmental Laws

Many federal, state and local governmental authorities have enacted or
adopted provisions regulating the discharge of materials into the
environment and otherwise relating to the protection of the environment.
In this regard, under the Comprehensive Environmental Response Compensation
and Liability Act and under other laws enacted by various states and other
governmental authorities, the costs of the clean-up of hazardous substances
can be recovered. These laws have greatly expanded the potential liability
of banks for hazardous waste clean-up costs. Management evaluates the
potential liability of the Bank when considering a loan and before any
action is taken to foreclose on a property. The Bank believes that it has
not violated any provisions regulating the discharge of materials into the
environment, and no capital expenditures are planned for environmental
control facilities. Neither BancTEXAS nor the Bank has been notified that
it is liable for any hazardous substance clean-up costs.

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Proposed Legislation

Numerous other legislative proposals affecting the banking industry have
been proposed from time to time. Such proposals include: limitations on
investments that an institution may make with insured funds and on
permissible activities of such institutions; regulation of all insured
depository institutions by a single regulatory agency or a reduction in the
number of separate bank regulatory agencies; permitting ownership of banks
by commercial enterprises; limitations on the number of accounts protected
by the federal deposit insurance funds; reduction of the $100,000 coverage
limit on deposits; and changes in the duties of depository institutions
under community reinvestment laws. Any such proposals, if enacted, could
materially affect the Company and the Bank by changing the regulatory
environment in which they operate and/or by increasing competition for
banking and financial services. It is uncertain which, if any, of the
proposals may ultimately become law.

Other Regulations

In addition to the foregoing requirements, the OCC and the other
federal bank regulatory agencies have very broad authority in supervising
numerous aspects of the business of both BancTEXAS and the Bank. If
BancTEXAS or the Bank were to become unable to meet applicable capital
requirements or the requirements of other regulations, one or more of the
federal bank regulatory agencies would have the authority to take
additional supervisory actions or impose sanctions or operational and
reporting requirements, some of which could adversely affect the ability of
BancTEXAS and the Bank to operate profitably.

Government Fiscal and Monetary Policies

The commercial banking business is affected not only by general
economic conditions but also by the monetary policies of the Federal
Reserve Board. Some of the instruments of monetary policy available to the
Federal Reserve Board are changes in the discount rate on member bank
borrowings, the availability of borrowings at the "discount window", open
market operations, the imposition of and changes in reserve requirements
against certain borrowings by banks and their affiliates, and the placing
of limits on interest rates that member banks may pay on time and savings
deposits. These policies influence, to a significant extent, the overall
growth of bank loans, investments and deposits and the interest rates
charged on loans or paid on time and savings deposits.

In the past, the monetary policies of the Federal Reserve Board have
had a significant effect on the operating results of commercial banks and,
therefore, bank holding companies. Such policies are expected to continue
to have a significant effect in the future. The effect, if any, of such
policies on the future business and earnings of the Company and the Bank
cannot be predicted.

The Texas Economy and Banking Industry

The banking industry in Texas and the Company are affected by general
economic conditions at the federal and state levels and in the localities
in which operations are conducted; these general conditions include changes
in prevailing rates of interest, inflation and unemployment as well as
business trends and numerous other factors beyond the Company's control.
The Texas banking industry has undergone a series of significant changes in
the past several years, during which the Texas economy declined and the
conditions of some industries--particularly the energy and real estate
industries-- severely deteriorated, ultimately affecting large numbers of
banks and savings institutions in the state, including BancTEXAS and its
subsidiary banks. These changes were responsible in part for the entry
into Texas of large banking and thrift organizations headquartered in other
regions of the United States and contraction in the number of banking
organizations based in the state, following both federally-assisted
takeovers and private acquisitions. As the Texas economy improved
beginning in the early 1990's, the trend toward consolidations and mergers
within the financial services industry has continued and accelerated.

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BancTEXAS' business and operating results will continue to be affected
by changes in national economic conditions and by factors having a
particular impact on the Texas economy or that of the localities in which
its banking operations are conducted.

Competition

The Company and the Bank operate in an environment that has become
increasingly competitive in recent years. In the past few years other
financial institutions not subject to the same regulatory restrictions as
banks have begun to compete more vigorously for a share of the market. In
Texas, thrift institutions have been allowed to establish statewide branch
offices to take deposits, while banks were not granted the ability to
establish branch offices until 1988. In the past five years, large bank
holding companies headquartered outside of Texas have acquired the assets
of numerous sizable Texas banks and thrifts, sometimes with financial
assistance from the FDIC. The Company believes that the additional capital
provided through the private placement of Class B Stock, and the resources
available to it through First Banks will improve its ability to compete
effectively in its markets. However, the competing institutions still have
numerous advantages, including but not limited to substantially larger
capital resources.

The Bank competes actively in the Houston, Dallas, Irving and McKinney
markets with other commercial banks located in Texas, and Texas-based
offices of major money market center banks for various types of deposits,
loans, and other financial services. In addition, in the conduct of
certain aspects of its banking business, the Bank competes with insurance
companies, savings and loan associations, credit unions, captive finance
companies owned by motor vehicle manufacturers, leasing companies, mortgage
companies, certain governmental agencies and other financial services
companies. Many of the banks and other financial institutions with which
the Bank competes have capital resources and legal loan limits
substantially in excess of the capital resources and legal loan limits of
the Bank.

Employment

On March 15, 1995, the Company and the Bank employed 119 persons, none
of whom are covered by a collective bargaining agreement. The Company and
the Bank consider their respective employee relations to be good.

Item 2. Properties

The Company has conducted its business from leased offices located at
13747 Montfort Drive, Dallas, Texas which contain approximately 16,000
square feet. Effective January 2, 1995, BancTEXAS relocated its
administrative offices to the headquarters of the Bank, 8820 Westheimer
Road, Houston, Texas. The space previously occupied by the Company has
been vacated and, as of the date of this Report, the Company is seeking to
either terminate its lease or arrange a suitable sublease of the space.
The Bank occupies six branch locations. The Bank owns four banking
facilities.

Approximate Space Occupied
Location Square Feet by the Bank
-------- ----------- -----------

321 N. Central Expressway 51,200 10,800
McKinney, Texas

2010 N. Main Street 17,100 17,100
Houston, Texas

2101 Gateway Drive 7,800 7,800
Irving, Texas

8820 Westheimer Road 30,400 30,400
Houston, Texas

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The Bank leases its two remaining locations, the Allen Parkway Branch
in the City of Houston in a multistory office building at 2929 Allen
Parkway where it occupies 4,900 square feet and a free-standing building
containing approximately 5,600 square feet located at 9605 Abrams Road in
the City of Dallas. The Bank leases additional tracts of land used for
parking and drive-in facilities. The Company believes that these premises
are adequate for its present operations.

Aggregate annual rental payments, net of rental income received by
BancTEXAS and the Bank, for all premises during the fiscal year ended
December 31, 1994 was $146,000.

Item 3. Legal Proceedings

As described in note 18 to the consolidated financial statements
contained in BancTEXAS Group Inc.'s 1994 Annual Report to Stockholders,
which is incorporated herein by reference, there are various claims and
pending actions against BancTEXAS and the Bank. Many of such actions, are
routine and incidental to their businesses, including a number of lender
liability claims filed against the Bank in defense of suits brought by the
Bank to collect loans and otherwise enforce their rights under loan
documents. Nevertheless, it is the opinion of management of BancTEXAS that
the ultimate liability, if any, resulting from such claims and pending
actions will not have a material adverse effect on the financial position,
results of operations or liquidity of BancTEXAS.

Item 4. Submission of Matters to a Vote of Security Holders
None.

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters

Market Information

BancTEXAS has two classes of common stock. The Company's Common Stock,
par value $.01 per share, is listed on the New York Stock Exchange ("NYSE")
under the symbol "BTX". The Class B Stock, par value $.01 per share, was
issued and sold on August 31, 1994 in a private placement. The Class B
Stock is not registered with the Securities and Exchange Commission nor
listed on any exchange. See "Item 1, BUSINESS--General". Continued
listing of the Company's Common Stock on the NYSE is subject, among other
things, to the financial eligibility and distribution requirements of the
NYSE. Set forth below are the closing high and low sale prices for the
Company's Common Stock on the NYSE as reported by the NYSE Composite
Transactions Tape during the calendar periods indicated. These prices are
in dollars and are recorded to the nearest 1/8.

High Low
---- ---

1993:
1st Quarter $ 2 7/8 $ 1 3/4
2nd Quarter 2 1/2 1 7/8
3rd Quarter 2 1 1/2
4th Quarter 1 3/4 1 1/4

1994:
1st Quarter 1 3/4 1 3/8
2nd Quarter 1 1/2 1 1/4
3rd Quarter 1 3/8 1
4th Quarter 1 1/8 7/8

1995:
January 1, 1995 to March 13, 1995 1 1/8 1

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Stockholders

There were approximately 6,090 holders of record of the Company's
Common Stock as of March 1, 1995. This number does not include individual
participants in security position listings such as those held by clearing
agencies.

Dividends

The Board of Directors of BancTEXAS has suspended the payment of
dividends on its Common Stock indefinitely. As a bank holding company, the
ability of BancTEXAS to pay dividends is limited by regulatory requirements
and by the receipt of dividend payments from the Bank. The Bank has been
prevented from paying dividends due to the inadequacy of earnings in recent
years and a deficiency in retained earnings. As a result of the quasi-
reorganization effected in 1994, the Company and the Bank have eliminated
this deficiency in retained earnings. In the event BancTEXAS were to
commence the payment of dividends to its shareholders, the Class B Stock
would receive dividends only to the extent that dividends on the Common
Stock exceed $.03 per share annually.

Item 6. Selected Financial Data

The information required by this item is incorporated herein by
reference from page 3 of the BancTEXAS 1994 Annual Report to Stockholders
under the caption "Selected Consolidated and Other Financial Data."

Item 7. Management's Discussion and Analysis of Financial Condition and
Results Of Operations

The information required by this item is incorporated herein by
reference from pages 4 through 22 of the BancTEXAS 1994 Annual Report to
Stockholders under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

Item 8. Financial Statements and Supplementary Data

The information required by this item with regard to the consolidated
financial statements of BancTEXAS is incorporated herein by reference from
pages 24 through 58 of BancTEXAS' 1994 Annual Report to Stockholders under
the captions "Independent Auditors' Report," "Consolidated Balance Sheets,"
"Consolidated Statements of Operations," "Consolidated Statements of
Changes in Stockholders' Equity," "Consolidated Statements of Cash Flows,"
"Notes to Consolidated Financial Statements" and "Quarterly Consolidated
Statements of Operations." The Independent Auditors' Report of Deloitte &
Touche LLP on the consolidated financial statements of BancTEXAS Group Inc.
and subsidiaries for 1993 and 1992 is included herein.

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Independent Auditors' Report
----------------------------

To the Board of Directors and Stockholders of
BancTEXAS Group Inc.
Dallas, Texas

We have audited the consolidated balance sheet of BancTEXAS Group Inc.
and subsidiaries (the "Company") as of December 31, 1993, and the related
consolidated statements of operations, changes in stockholders' equity and
cash flows for each of the two years in the period ended December 31, 1993.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on the financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of
BancTEXAS Group Inc. and subsidiaries as of December 31, 1993, and the
results of their operations and their cash flows for each of the two years
in the period ended December 31, 1993 in conformity with generally accepted
accounting principles.

During 1993 the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 109, "Accounting for Income Taxes" and SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."

/s/ Deloitte & Touche LLP

Deloitte & Touche LLP

March 18, 1994
Dallas, Texas

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Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure

Effective September 23, 1994, the Board of Directors appointed KPMG
Peat Marwick LLP as the Independent Certified Public Accountants for
BancTEXAS, replacing Deloitte & Touche LLP. There were no disagreements
with the predecessor auditors to be reported. This change was reported in
Form 8-K filed on September 27, 1994.

PART III

Item 10. Directors and Executive Officers of the Registrant

Information concerning directors and executive officers of BancTEXAS is
set forth under the caption Election of Directors in the Company's Proxy
Statement for the Annual Meeting of Stockholders to be held on May 18, 1995
(the "1995 Proxy Statement"), and such information is incorporated by
reference into this Report. Disclosure regarding delinquent filings
pursuant to Item 405 of Regulation S-K is set forth in the 1995 Proxy
Statement under the caption "Compliance with Section 16(a) of the Exchange
Act." Except as indicated in the response to this Item and in the
responses to Items 11-13 below, the 1995 Proxy Statement is not being filed
as a part of this Report.

Item 11. Executive Compensation

Information regarding executive compensation is set forth under the
caption "EXECUTIVE COMPENSATION" in the 1995 Proxy Statement, and such
information is incorporated by reference into this Report.

Item 12. Security Ownership of Certain Beneficial Owners and Management

Information regarding security ownership of certain beneficial owners
and management is contained in the 1995 Proxy Statement under the caption
"VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS--Security Ownership of
Management and of Controlling Stockholders"; such information is
incorporated by reference into this Report.

Item 13. Certain Relationships and Related Transactions

Information concerning certain relationships and transactions of
management is set forth under the caption "Certain Relationships and
Related Transactions" in the 1995 Proxy Statement, and such information is
incorporated by reference in this Report.

PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.

(a) 1. Financial Statements and Supplementary Data: The financial
statements filed as part of this report are listed under Item 8.

2. Financial Statement Schedules: These schedules are omitted
for the reason that they are not required or are not applicable.

3. Exhibits: The exhibits are listed in the index of exhibits
required by Item 601 of Regulation S-K at Item (c) below and are
incorporated herein by reference.

(b) Reports on Form 8-K

No reports on Form 8-K were filed for the three months ended December 31,
1994.

10
12

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

BancTEXAS Group Inc.

By /s/ James F. Dierberg
---------------------------------
Chairman of the Board,
President and Chief Executive Officer
March 17, 1995

Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the
registrant and in the capacities and on the date indicated.

Signatures Title Date
---------- ----- ----

/s/ James F. Dierberg Director March 17, 1995
------------------------------------
James F. Dierberg

/s/ Allen H. Blake Director March 17, 1995
------------------------------------
Allen H. Blake

/s/ /Charles A. Crocco, Jr. Director March 17, 1995
------------------------------------
Charles A. Crocco, Jr.

/s/ Edward T. Story, Jr. Director March 17, 1995
------------------------------------
Edward T. Story, Jr.

/s/ Mark T. Turkcan Director March 17, 1995
------------------------------------
Mark T. Turkcan

11
13

INDEX TO EXHIBITS

Exhibit No. Description
----------- -----------

3 (a) Restated Certificate of Incorporation of the Company dated as of
and filed August 30, 1994 -- filed herewith.

3 (b) Amended and Restated Bylaws of the Company (as amended August 31,
1994) -- filed herewith.

4 (a) Indenture, dated as of May 15, 1981, among CSWI International
Finance N.V., the Company and Bankers Trust Company (will be filed upon
request pursuant to Item 601(b)(4)(iii) of Regulation S-K).

4 (b) Specimen Stock Certificate for Common Stock (filed as Exhibit 1.01
to the Company's Amendment No. 1 to Form 8-A on Form 8, dated September 4,
1987, and incorporated herein by reference).

10 (a)<F*> BancTEXAS Group Inc. 1990 Stock Option Plan (as amended July 22, 1993)
(filed as Exhibit 10(c) to the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1993, and incorporated herein by reference).

10 (b) Agreement Concerning Subsidiary Banks dated as of November 30, 1990,
executed by and between the Federal Deposit Insurance Corporation and the
Company (filed as Exhibit 10(g) to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990, and incorporated herein by reference).

10 (c) Agreement Concerning Warrants dated as of November 30, 1990, executed by
and between the Federal Deposit Insurance Corporation and the Company
(filed as Exhibit 10(h) to the Company's Annual Report on Form 10-K for the
year ended December 31, 1990, and incorporated herein by reference).

10 (d)<F*> BancTEXAS Group Inc. Directors' Retirement Plan dated March 18, 1993 (filed
as Exhibit 10(i) to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1993 and incorporated herein by reference).

10 (e)<F*> Deferred Compensation Agreement with Nathan C. Collins dated April 22, 1993
(filed as Exhibit 10(j) to the Company's Quarterly Report of Form 10-Q for
the quarter ended March 31, 1993 and incorporated herein by reference).

10 (f)<F*> 1993 Directors' Stock Bonus Plan (filed as Exhibit 10(k) to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1993 and
incorporated herein by reference).

10 (g) Stock Purchase and Operating Agreement by and between First Banks, Inc., a
Missouri Corporation and the Company, dated May 19, 1994 (filed as Exhibit
10(d) to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1994 and incorporated herein by reference).

10 (h)<F*> Management Agreement by and between First Banks, Inc. and the Company's
subsidiary BankTEXAS N.A., dated November 17, 1994 -- filed herewith.

10 (i)<F*> Data Processing Agreement by and between First Banks, Inc. and the
Company's subsidiary BankTEXAS N.A., dated December 1, 1994 -- filed
herewith.

12
14

INDEX TO EXHIBITS (Continued)

Exhibit No. Description
----------- -----------

10 (j)<F*> Financial Management Policy by and between First Banks, Inc. and the
Company, dated September 15, 1994 -- filed herewith.

10 (k)<F*> Federal Funds Agency Agreement by and between First Banks, Inc. and the
Company, dated September 15, 1994 -- filed herewith.

10 (l)<F*> Funds Management Policy by and between First Banks, Inc. and BancTEXAS,
N.A., dated September 15, 1994 -- filed herewith.

10 (m)<F*> Senior Manager Employment Agreement between the Company and David F. Weaver
dated December 22, 1993 filed herewith.

11 Computation of Earnings (Loss) per share -- filed herewith.

13 1994 Annual Report to Stockholders -- filed herewith.

21 Subsidiaries of the Company -- filed herewith.

23 (a) Consent of KPMG Peat Marwick LLP

23 (b) Consent of Deloitte & Touche LLP

27 Financial Data Schedule

<FN>
--------------------
<F*> Exhibits designated by an asterisk in this Index to Exhibits relate to
management contracts and/or compensatory plans or arrangements.