UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

For the quarterly period ended March 31, 2004

o Transition Report pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.

For the transition period from ________________ to ________________

Commission file number 0-30533

TEXAS CAPITAL BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	75-2679109
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)
2100 McKinney Avenue, Suite 900, Dallas, Texas, U.S.A.	75201
(Address of principal executive officers)	(Zip Code)

214/932-6600
(Registrant’s telephone number,
including area code)

N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report)

     Indicate by checkmark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 o

     Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

APPLICABLE ONLY TO CORPORATE ISSUERS:

     On April 30, 2004, the number of shares set forth below was outstanding with respect to each of the issuer’s classes of common stock:

Common Stock	24,906,908
Series A-1 Non-voting Common Stock	286,934

Texas Capital Bancshares, Inc.
Form 10-Q
Quarter Ended March 31, 2004

Index

Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Statements of Operations — Unaudited	3
	Consolidated Balance Sheets	4
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows — Unaudited	6
	Notes to Consolidated Financial Statements — Unaudited	7
	Financial Summaries — Unaudited	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	20
Item 4.	Controls and Procedures	21
Part II. Other Information
Item 6.	Exhibits and Reports on Form 8-K	22
Certification Pursuant to Section 302
Certification Pursuant to Section 302
Certification Pursuant to Section 906
Certification Pursuant to Section 906

2

ITEM 1. FINANCIAL STATEMENTS

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS - UNAUDITED
(Dollars in thousands except per share data)

	Three months ended March 31
	2004		2003
Interest income
Interest and fees on loans	$	16,706	$	14,696
Securities		7,551		5,360
Federal funds sold		15		87
Deposits in other banks		2		3
Total interest income		24,274		20,146
Interest expense
Deposits		4,743		5,382
Federal funds purchased		320		440
Repurchase agreements		2,085		2,359
Other borrowings		226		86
Long-term debt		256		137
Total interest expense		7,630		8,404
Net interest income		16,644		11,742
Provision for loan losses		750		1,250
Net interest income after provision for loan losses		15,894		10,492
Non-interest income
Service charges on deposit accounts		857		843
Trust fee income		437		281
Gain on sale of securities		—		341
Cash processing fees		587		900
Bank owned life insurance (BOLI) income		321		414
Mortgage warehouse fees		238		279
Gain on sale of mortgage loans		463		—
Other		409		269
Total non-interest income		3,312		3,327
Non-interest expense
Salaries and employee benefits		8,123		5,379
Net occupancy expense		1,332		1,187
Advertising and affinity payments		285		193
Legal and professional		789		579
Communications and data processing		859		720
Franchise taxes		97		37
Other		1,844		1,283
Total non-interest expense		13,329		9,378
Income before income taxes		5,877		4,441
Income tax expense		1,940		1,410
Net income		3,937		3,031
Preferred stock dividends		—		(274	)
Income available to common stockholders	$	3,937	$	2,757
Earnings per share:
Basic	$	.16	$	.14
Diluted	$	.15	$	.14

See accompanying notes to consolidated financial statements.

3

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands except per share data)

	March 31,			December 31,
	2004			2003
	(Unaudited)
Assets
Cash and due from banks	$	55,203		$	69,551
Federal funds sold		4,620			–
Securities, available-for-sale		752,861			775,338
Loans, net		1,293,500			1,212,046
Loans held for sale		72,789			80,780
Premises and equipment, net		4,635			4,672
Accrued interest receivable and other assets		48,031			48,992
Goodwill, net		1,496			1,496
Total assets	$	2,233,135		$	2,192,875
Liabilities and Stockholders’ Equity
Liabilities:
Deposits:
Non-interest bearing	$	309,927		$	301,886
Interest bearing		1,131,598			1,094,534
Interest bearing in foreign branches		54,366			48,610
Total deposits		1,495,891			1,445,030
Accrued interest payable		2,226			3,468
Other liabilities		7,309			6,247
Federal funds purchased		90,203			78,961
Repurchase agreements		432,291			432,255
Other borrowings		2,008			34,538
Long-term debt		20,620			20,620
Total liabilities		2,050,548			2,021,119
Stockholders’ equity:
Common stock, $.01 par value:
Authorized shares – 100,000,000
Issued shares – 24,858,683 and 24,715,607 at March 31, 2004 and December 31, 2003, respectively		248			247
Series A-1 non-voting common stock, $.01 par value:
Issued shares – 286,934 and 293,918 at March 31, 2004 and December 31, 2003, respectively		3			3
Additional paid-in capital		169,074			167,751
Retained earnings		4,424			487
Treasury stock (shares at cost: 84,274 at March 31, 2004 and December 31, 2003)		(573	)		(573	)
Deferred compensation		573			573
Accumulated other comprehensive income		8,838			3,268
Total stockholders’ equity		182,587			171,756
Total liabilities and stockholders’ equity	$	2,233,135		$	2,192,875

See accompanying notes to consolidated financial statements.

4

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Dollars in thousands except share data)

	Series A										Series A-1
	Convertible										Non-voting
	Preferred Stock						Common Stock				Common Stock
	Shares			Amount			Shares		Amount		Shares			Amount
Balance at December 31, 2002		1,057,142		$	11			18,500,812	$	185		695,516		$	7
Comprehensive income:
Net income		—			—			—		—		—			—
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $1,760, net of reclassification amount of $666		—			—			—		—		—			—
Total comprehensive income
Tax benefit related to exercise of stock options		—			—			—		—		—			—
Issuance of common stock		—			—			3,698,913		37		—			—
Conversion of preferred stock		(1,057,142	)		(11	)		2,114,284		21		—			—
Preferred dividends		—			—			—		—		—			—
Transfers		—			—			401,598		4		(401,598	)		(4	)
Sale of treasury stock		—			—			—		—		—			—
Balance at December 31, 2003		—			—			24,715,607		247		293,918			3
Comprehensive income:
Net income (unaudited)		—			—			—		—		—			—
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $2,999 (unaudited)		—			—			—		—		—			—
Total comprehensive income
Tax benefit related to exercise of stock options (unaudited)		—			—			—		—		—			—
Issuance of common stock (unaudited)		—			—			136,092		1		—			—
Transfers (unaudited)		—			—			6,984		—		(6,984	)		—
Balance at March 31, 2004 (unaudited)		—		$	—			24,858,683	$	248		286,934		$	3

[Additional columns below]

[Continued from above table, first column(s) repeated]

															Accumulated
															Other
				Retained											Compre-
	Additional			Earnings			Treasury Stock								hensive
	Paid-in			(Accumulated									Deferred		Income
	Capital			Deficit)			Shares			Amount			Compensation		(Loss)			Total
Balance at December 31, 2002	$	131,881		$	(13,347	)		(97,246	)	$	(668	)	$	573	$	6,334		$	124,976
Comprehensive income:
Net income		—			13,834			—			—			—		—			13,834
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $1,760, net of reclassification amount of $666		—			—			—			—			—		(3,066	)		(3,066	)
Total comprehensive income																			10,768
Tax benefit related to exercise of stock options		412			—			—			—			—		—			412
Issuance of common stock		36,167			—			—			—			—		—			36,204
Conversion of preferred stock		(10	)		—			—			—			—		—			—
Preferred dividends		(699	)		—			—			—			—		—			(699	)
Transfers		—			—			—			—			—		—			—
Sale of treasury stock		—			—			12,972			95			—		—			95
Balance at December 31, 2003		167,751			487			(84,274	)		(573	)		573		3,268			171,756
Comprehensive income:
Net income (unaudited)		—			3,937			—			—			—		—			3,937
Change in unrealized gain (loss) on available-for-sale securities, net of taxes of $2,999 (unaudited)		—			—			—			—			—		5,570			5,570
Total comprehensive income																			9,507
Tax benefit related to exercise of stock options (unaudited)		428			—			—			—			—		—			428
Issuance of common stock (unaudited)		895			—			—			—			—		—			896
Transfers (unaudited)		—			—			—			—			—		—			—
Balance at March 31, 2004 (unaudited)	$	169,074		$	4,424			(84,274	)	$	(573	)	$	573	$	8,838		$	182,587

See accompanying notes to consolidated financial statements.

5

TEXAS CAPITAL BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS – UNAUDITED
(Dollars in thousands)

	Three months ended March 31
	2004			2003
Operating activities
Net income	$	3,937		$	3,031
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Provision for loan losses		750			1,250
Depreciation and amortization		394			366
Amortization and accretion on securities		1,376			1,975
Bank owned life insurance (BOLI) income		(321	)		(414	)
Gain on sale of securities		—			(341	)
Originations of loans held for sale		(359,016	)		(452,891	)
Proceeds from sales of loans held for sale		367,166			446,047
Changes in operating assets and liabilities:
Accrued interest receivable and other assets		1,282			(1,735	)
Accrued interest payable and other liabilities		(2,751	)		(1,867	)
Net cash provided by (used in) operating activities		12,817			(4,579	)
Investing activities
Purchases of available-for-sale securities		(11,552	)		(145,660	)
Proceeds from sales of available-for-sale securities		—			10,694
Maturities and calls of available-for-sale securities		1,800			1,800
Principal payments received on securities		39,422			63,550
Net increase in loans		(82,420	)		(50,408	)
Purchase of premises and equipment, net		(300	)		5
Net cash used in investing activities		(53,050	)		(120,019	)
Financing activities
Net increase in checking, money market and savings accounts		118,065			65,503
Net increase (decrease) in certificates of deposit		(67,204	)		34,108
Issuance of common stock		896			100
Net other borrowings		(32,494	)		(10,418	)
Net federal funds purchased		11,242			65,100
Dividends paid		—			(280	)
Net cash provided by financing activities		30,505			154,113
Net increase (decrease) in cash and cash equivalents		(9,728	)		29,515
Cash and cash equivalents at beginning of period		69,551			88,744
Cash and cash equivalents at end of period	$	59,823		$	118,259
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	$	8,872		$	9,380
Cash paid during the period for income taxes		200			—
Non-cash transactions:
Transfers from loans/leases to other repossessed assets		—			16
Transfers from loans/leases to premises and equipment		57			40

See accompanying notes to consolidated financial statements.

6

TEXAS CAPITAL BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — UNAUDITED

(1) ACCOUNTING POLICIES

Basis of Presentation

The accounting and reporting policies of Texas Capital Bancshares, Inc. (the “Company”) conform to accounting principles generally accepted in the United States and to generally accepted practices within the banking industry. The Consolidated Financial Statements of the Company include the accounts of the Company and its subsidiary, Texas Capital Bank, National Association (the “Bank”). Certain prior period balances have been reclassified to conform with the current period presentation.

The consolidated interim financial statements have been prepared without audit. Certain information and footnote disclosures presented in accordance with accounting principles generally accepted in the United States have been condensed or omitted. In the opinion of management, the interim financial statements include all normal and recurring adjustments and the disclosures made are adequate to make interim financial information not misleading.

Stock-Based Compensation

At March 31, 2004, the Company had a stock-based employee compensation plan. The Company accounts for the plan under the recognition and measurement principles of APB Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations. No stock-based employee compensation cost for options is reflected in net income, as all options granted under the plan had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

	Three months ended March 31
	2004			2003
Net income as reported	$	3,937		$	3,031
Add: Total stock-based employee compensation recorded, net of related tax effects		175			61
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		(370	)		(238	)
Pro forma net income	$	3,742		$	2,854
Basic income per share:
As reported	$	.16		$	.14
Pro forma	$	.15		$	.13
Diluted income per share:
As reported	$	.15		$	.14
Pro forma	$	.14		$	.13

The fair value of these options was estimated at the date of grant using a Black-Scholes value option pricing model with the following weighted average assumptions used for 2004 and 2003, respectively: a risk free interest rate of 3.56% and 2.85%, a dividend yield of 0%, a volatility factor of .286 and .001, and an estimated life of five years.

7

(1) ACCOUNTING POLICIES (continued)

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.

(2) EARNINGS PER SHARE

The following table presents the computation of basic and diluted earnings per share (dollars in thousands except per share data):

	Three months ended March 31
	2004		2003
Numerator:
Net income	$	3,937	$	3,031
Preferred stock dividends		—		(274	)
Numerator for basic earnings per share-income available to common stockholders		3,937		2,757
Effective of dilutive securities:
Preferred stock dividends		—		274
Numerator for dilutive earnings per share-income available to common stockholders and assumed conversion	$	3,937	$	3,031
Denominator:
Denominator for basic earnings per share-weighted average shares		25,108,746		19,194,023
Effective of dilutive securities:
Employee benefit plans (1)		967,009		125,053
Convertible preferred stock		—		2,114,284
Dilutive potential common shares		967,009		2,239,337
Denominator for dilutive earnings per share-adjusted weighted average shares and assumed conversions		26,075,755		21,433,360
Basic earnings per share	$	.16	$	.14
Diluted earnings per share	$	.15	$	.14

(1) Excludes employee stock options with exercise price equal to or greater than average market price of $15.75 for 2004 and $7.25 for 2003.

8

(3) FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit which involve varying degrees of credit risk in excess of the amount recognized in the consolidated balance sheets. The Bank’s exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of these instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the borrower.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s credit-worthiness on a case-by-case basis.

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

(Dollars in thousands)	March 31, 2004
Financial instruments whose contract amounts represent credit risk:
Commitments to extend credit	$	464,973
Standby letters of credit		24,997

9

QUARTERLY FINANCIAL SUMMARY – UNAUDITED

Consolidated Daily Average Balances, Average Yields and Rates
(Dollars in thousands except per share data)

	For the three months ended								For the three months ended
	March 31, 2004								March 31, 2003
	Average		Revenue/			Yield/			Average		Revenue/			Yield/
	Balance		Expense (1)			Rate			Balance		Expense (1)			Rate
Assets
Securities	$	758,966	$	7,551			4.00	%	$	546,120	$	5,360			3.98	%
Federal funds sold		6,058		15			1.00	%		29,394		87			1.20	%
Deposits in other banks		829		2			0.97	%		979		3			1.24	%
Loans held for sale		61,177		1,157			7.61	%		100,177		1,460			5.91	%
Loans		1,265,840		15,549			4.94	%		1,019,507		13,236			5.27	%
Less reserve for loan losses		17,720		—			—			14,944		—			—
Loans, net of reserve		1,309,297		16,706			5.13	%		1,104,740		14,696			5.39	%
Total earning assets		2,075,150		24,274			4.70	%		1,681,233		20,146			4.86	%
Cash and other assets		146,414								144,205
Total assets	$	2,221,564							$	1,825,438
Liabilities and Stockholders’ Equity
Transaction deposits	$	88,635	$	132			.60	%	$	59,584	$	112			0.76	%
Savings deposits		504,530		1,499			1.19	%		381,587		1,640			1.74	%
Time deposits		534,981		3,112			2.34	%		524,622		3,630			2.81	%
Total interest bearing deposits		1,128,146		4,743			1.69	%		965,793		5,382			2.26	%
Other borrowings		620,982		2,631			1.70	%		496,617		2,885			2.36	%
Long-term debt		20,620		256			4.99	%		10,310		137			5.39	%
Total interest bearing liabilities		1,769,748		7,630			1.73	%		1,472,720		8,404			2.31	%
Demand deposits		265,039								213,991
Other liabilities		10,013								11,784
Stockholders’ equity		176,764								126,943
Total liabilities and stockholders’ equity	$	2,221,564							$	1,825,438
Net interest income			$	16,644							$	11,742
Net interest income to earning assets							3.23	%							2.83	%
Provision for loan losses				750								1,250
Non-interest income				3,312								3,327
Non-interest expense				13,329								9,378
Income before taxes				5,877								4,441
Income tax expense				1,940								1,410
Net income			$	3,937							$	3,031
Earnings per share:
Net income
Basic			$	.16							$	.14
Diluted			$	.15							$	.14
Return on average equity				8.96	%							9.68	%
Return on average assets				.71	%							.67	%
Equity to assets				7.96	%							6.95	%

(1) The loan averages include loans on which the accrual of interest has been discontinued and are stated net of unearned income.

10

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

Statements and financial analysis contained in this document that are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements describe our future plans, strategies and expectations and are based on certain assumptions. As a result, these forward looking statements involve substantial risks and uncertainties, many of which are beyond our control. The important factors that could cause actual results to differ materially from the forward looking statements include the following:

(1)	Changes in interest rates
(2)	Changes in the levels of loan prepayments, which could affect the value of our loans or investment securities
(3)	Changes in general economic and business conditions in areas or markets where we compete
(4)	Competition from banks and other financial institutions for loans and customer deposits
(5)	The failure of assumptions underlying the establishment of and provisions made to the allowance for credit losses
(6)	The loss of senior management or operating personnel and the potential inability to hire qualified personnel at reasonable compensation levels
(7)	Changes in government regulations

We have no obligation to update or revise any forward looking statements as a result of new information or future events. In light of these assumptions, risks and uncertainties, the events discussed in any forward looking statements in this quarterly report might not occur.

Results of Operations

Summary of Performance

The Company recorded net income of $3.9 million or $.15 per diluted common share for the first quarter of 2004 compared to $3.0 million or $.14 per diluted common share for the first quarter of 2003. Return on average equity was 8.96% and return on average assets was .71% for the first quarter of 2004 compared to 9.68% and .67%, respectively, for the first quarter of 2003.

The increase in net income and improvement in return on assets in 2004 are attributed to growth in net interest income, which came from continued earning asset growth, as well as an improvement in net interest margin. The reduction in return on equity resulted from the effect of the $34 million increase in stockholders’ equity from the initial public offering of our common stock completed during the third quarter of 2003. Net interest income for the first quarter of 2004 increased by $4.9 million or 41.7% from $11.7 million to $16.6 million over the first quarter of 2003. The increase in net interest income was due to an increase in average earning assets of $393.9 million or 23.4%, with a 40 basis point increase in net interest margin.

Non-interest income, excluding gain on sale of securities, increased $326,000 or 10.9% compared to the first quarter of 2003. The Company benefited from growth in fees related to deposits and wealth management, and gain on sale of mortgage loans, which is related to our residential mortgage lending division that was started in the third quarter of 2003.

11

Non-interest expense increased $4.0 million or 42.1% compared to the first quarter of 2003. Salaries and employee benefits increased by $2.7 million or 51.0%. Total full time employees increased from 224 at March 31, 2003 to 355 at March 31, 2004; the increase related to continued growth, staffing for the new Houston office and the start-up of the residential mortgage lending division.

Net Interest Income

Net interest income was $16.6 million for the first quarter of 2004, compared to $11.7 million for the first quarter of 2003. The increase was due to an increase in average earning assets of $393.9 million as compared to the first quarter of 2003 and a 40 basis point increase in net interest margin. The increase in average earning assets included a $204.6 million increase in average net loans and a $212.8 million increase in average securities. For the quarter ended March 31, 2004, average net loans and securities represented 63% and 37%, respectively, of average earning assets compared to 66% and 32% in the same quarter of 2003. The decrease in loan percentage reflects management’s decision to tighten lending standards beginning in 2001 and continuing during 2003 pending clearer signs of improvement in the U.S. economy. While we continue to apply prudent lending standards, loan growth in the first quarter of 2004 in our core loan portfolio (excluding loans held for sale) totaled $82.0 million. Our securities percentage has increased as we have continued to use additional securities to increase our earnings and improve our return on equity by taking advantage of market spreads.

Average interest bearing liabilities increased $297.0 million from the first quarter of 2003, which included a $162.4 million increase in interest bearing deposits and a $124.4 million increase in other borrowings. The increase in average borrowings was primarily related to an increase in securities sold under repurchase agreements and was used to supplement deposits in funding loan growth and securities purchases. The average cost of interest bearing liabilities decreased from 2.31% for the quarter ended March 31, 2003 to 1.73% for the same period of 2004, reflecting the reduction in market interest rates.

TABLE 1 — VOLUME/RATE ANALYSIS
(Dollars in thousands)

	Three months ended March 31, 2004/2003
				Change Due To (1)
	Change			Volume			Yield/Rate
Interest income:
Securities	$	2,191		$	2,151		$	40
Loans held for sale		(303	)		(561	)		258
Loans		2,313			3,336			(1,023	)
Federal funds sold		(72	)		(69	)		(3	)
Deposits in other banks		(1	)		—			(1	)
Total		4,128			4,857			(729	)
Interest expense:
Transaction deposits		20			56			(36	)
Savings deposits		(141	)		522			(663	)
Time deposits		(518	)		103			(621	)
Borrowed funds		(135	)		736			(871	)
Total		(774	)		1,417			(2,191	)
Net interest income	$	4,902		$	3,440		$	1,462

(1) Changes attributable to both volume and yield/rate are allocated to both volume and yield/rate on an equal basis.

Net interest margin, the ratio of net interest income to average earning assets, was 3.23% for the first quarter of 2004 compared to 2.83% for the first quarter of 2003. The increase was due to a slight decrease in the earning asset yield from the first quarter of 2003, and a much larger decrease in the cost of liabilities.

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Non-interest Income

Non-interest income, excluding gain on sale of securities, increased $326,000 compared to the same quarter of 2003. This increase was due to the increase in deposits, which resulted in a higher volume of transactions. Trust fee income increased $156,000, due to continued growth of trust assets in 2003 and 2004. Gain on sale of mortgage loans totaled $463,000 and relates to our newly created residential mortgage lending division. Cash processing fees totaled $587,000 for the first quarter of 2004 compared to $900,000 for the same quarter of 2003. These fees are related to a special project that has occurred in the first quarter of 2002, 2003 and 2004. 2004 fees are lower than 2003 fees due to smaller participation and more competitive pricing.

While management expects continued growth in non-interest income, the future rate of growth could be affected by increased competition from nationwide and regional financial institutions. In order to achieve continued growth in non-interest income, we may need to introduce new products or enter into new markets. Any new product introduction or new market entry would likely place additional demands on capital and managerial resources.

TABLE 2 – NON-INTEREST INCOME
(Dollars in thousands)

	Three months ended March 31
	2004		2003
Service charges on deposit accounts	$	857	$	843
Trust fee income		437		281
Gain on sale of securities		—		341
Cash processing fees		587		900
Bank owned life insurance (BOLI) income		321		414
Mortgage warehouse fees		238		279
Gain on sale of mortgage loans		463		—
Other		409		269
Total non-interest income	$	3,312	$	3,327

Non-interest Expense

Non-interest expense for the first quarter of 2004 increased $4.0 million or 42.1% compared to the first quarter of 2003. Salaries and employee benefits increased by $2.7 million or 51.0%. Total full time employees increased from 224 at March 31, 2003 to 355 at March 31, 2004. Additional employees include employees hired in the new Houston office, employees in our recently created residential mortgage lending division as well as additional employees in our lending and support functions.

Advertising expense increased $92,000 or 47.7%. Advertising expense for the three months ended March 31, 2004 included $27,000 of direct marketing and branding and $258,000 for the purchase of miles related to the American Airlines AAdvantage® program, compared to $31,000 of direct marketing and branding and $162,000 for the purchase of miles during the same period for 2003.

Net occupancy expense for the three months ended March 31, 2004 increased by $145,000 or 12.2% compared to the same quarter in 2003 and is related to our continued growth, the new Houston office and the start-up of the residential mortgage lending division. Legal and professional expense for the three months ended March 31, 2004 increased $210,000 or 36.3% compared to the same quarter in 2003. Communications and data processing expense for the three months ended March 31, 2004 increased $139,000 or 19.3% compared to the same quarter in 2003. Both increases are due to continued growth.

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TABLE 3 – NON-INTEREST EXPENSE
(Dollars in thousands)

	Three months ended March 31
	2004		2003
Salaries and employee benefits	$	8,123	$	5,379
Net occupancy expense		1,332		1,187
Advertising and affinity payments		285		193
Legal and professional		789		579
Communications and data processing		859		720
Franchise taxes		97		37
Other		1,844		1,283
Total non-interest expense	$	13,329	$	9,378

Analysis of Financial Condition

The aggregate loan portfolio at March 31, 2004 increased $73.8 million from December 31, 2003 to $1.39 billion. Commercial loans increased $44.9 million and real estate loans increased $17.4 million. Construction loans and consumer loans increased $18.5 million and $2.8 million, respectively, and leases decreased $1.8 million.

TABLE 4 – LOANS
(Dollars in thousands)

	March 31,		December 31,
	2004		2003
Commercial	$	653,458	$	608,542
Construction		274,597		256,134
Real estate		356,511		339,069
Consumer		19,349		16,564
Leases		11,363		13,152
Loans held for sale		72,789		80,780
Total	$	1,388,067	$	1,314,241

We continue to lend primarily in Texas. As of March 31, 2004, a substantial majority of the principal amount of the loans in our portfolio was to businesses and individuals in Texas. This geographic concentration subjects the loan portfolio to the general economic conditions within this area. We originate substantially all of the loans in our portfolio, except in certain instances we have purchased individual leases and loan and lease pools (primarily commercial and industrial equipment and vehicles), as well as selected loan participations and USDA government guaranteed loans.

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Summary of Loan Loss Experience

The reserve for loan losses, which is available to absorb losses inherent in the loan portfolio, totaled $18.0 million at March 31, 2004, $17.7 million at December 31, 2003 and $15.9 million at March 31, 2003. This represents 1.30%, 1.35% and 1.35% of total loans at March 31, 2004, December 31, 2003 and March 31, 2003, respectively.

The provision for loan losses is a charge to earnings to maintain the reserve for loan losses at a level consistent with management’s assessment of the loan portfolio in light of current economic conditions and market trends. The Company recorded a provision of $750,000 for the quarter ended March 2004 and $1.3 million for the same quarter in 2003. These provisions were made to reflect management’s assessment of the risk of loan losses specifically including the significant growth in outstanding loans during each of these periods.

The reserve for loan losses is comprised of specific reserves for impaired loans and an estimate of losses inherent in the portfolio at the balance sheet date, but not yet identified with specified loans. We regularly evaluate our reserve for loan losses to maintain an adequate level to absorb estimated loan losses inherent in the loan portfolio. Factors contributing to the determination of specific reserves include the credit worthiness of the borrower, changes in the value of pledged collateral, and general economic conditions. All loan commitments rated substandard or worse and greater than $1,000,000 are specifically reviewed and a specific allocation is assigned based on the losses expected to be realized from those loans. For purposes of determining the general reserve, the portfolio is segregated by product types to recognize differing risk profiles among categories, and then further segregated by credit grades. Credit grades are assigned to all loans greater than $50,000. Each credit grade is assigned a risk factor, or reserve allocation percentage. These risk factors are multiplied by the outstanding principal balance and risk-weighted by product type to calculate the required reserve. A similar process is employed to calculate that portion of the required reserve assigned to unfunded loan commitments.

The reserve allocation percentages assigned to each credit grade have been developed based on an analysis of the Company’s historical loss rates and historical loss rates at selected peer banks, adjusted for certain qualitative factors. Qualitative adjustments for such things as general economic conditions, changes in credit policies and lending standards, and changes in the trend and severity of problem loans, can cause the estimation of future losses to differ from past experience. The unallocated portion of the general reserve serves to compensate for additional areas of uncertainty and considers industry trends. In addition, the reserve considers the results of reviews performed by independent third party reviewers as reflected in their confirmations of assigned credit grades within the portfolio.

The methodology used in the periodic review of reserve adequacy, which is performed at least quarterly, is designed to be dynamic and responsive to changes in portfolio credit quality and anticipated future credit losses. The changes are reflected in the general reserve and in specific reserves as the collectibility of larger classified loans is continuously recalculated with new information. As our portfolio matures, historical loss ratios are being closely monitored, and our reserve adequacy will rely primarily on our loss history. Currently, the review of reserve adequacy is performed by executive management and presented to our board of directors for their review, consideration and ratification on a quarterly basis.

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TABLE 5 – SUMMARY OF LOAN LOSS EXPERIENCE
(Dollars in thousands)

	Three months ended			Three months ended			Year ended
	March 31,			March 31,			December 31,
	2004			2003			2003
Beginning balance	$	17,727		$	14,538		$	14,538
Loans charged-off:
Commercial		—			—			50
Real estate		—			—			402
Consumer		—			—			5
Leases		493			13			618
Total		493			13			1,075
Recoveries:
Commercial		—			78			78
Leases		27			40			161
Total recoveries		27			118			239
Net charge-offs (recoveries)		466			(105	)		836
Provision for loan losses		750			1,250			4,025
Ending balance	$	18,011		$	15,893		$	17,727
Reserve for loan losses to loans outstanding at end of period		1.30	%		1.35	%		1.35	%
Net charge-offs (recoveries) to average loans (1)		.14	%		(.04	)%		.07	%
Provision for loan losses to average loans (1)		.23	%		.45	%		.33	%
Recoveries to gross charge-offs		5.48	%		907.69	%		22.23	%
Reserve as a multiple of net charge-offs		38.7	x		—			21.2	x
Non-performing and renegotiated loans:
Loans past due (90 days) (2)	$	6,250		$	38		$	7
Non-accrual		6,953			3,769			10,217
Total	$	13,203		$	3,807		$	10,224
Reserve as a percent of non-performing and renegotiated loans (2)		136.42	%		417.47	%		173.39	%

(1) Interim period ratios are annualized.

(2) Subsequent to March 31, 2004, a $6.0 million past due loan was refinanced resulting in a reduction of total non-performing loans to $7.2 million and increasing the allowance to non-performing loans ratio from 136.42% to 250.05%.

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Non-performing Assets

Non-performing assets include non-accrual loans and leases, accruing loans 90 or more days past due, restructured loans, and other repossessed assets. The table below summarizes our non-accrual loans by type:

	March 31,		December 31,		March 31,
	2004		2003		2003
	(In thousands)
Non-accrual loans:
Commercial	$	157	$	4,124	$	815
Construction		5,191		4,562		95
Real estate		375		375		1,261
Consumer		142		105		12
Leases		1,088		1,051		1,586
Total non-accrual loans	$	6,953	$	10,217	$	3,769

At March 31, 2004, we had $6,250,000 in loans past due 90 days and still accruing interest. Subsequent to March 31, 2004, a $6.0 million past due loan was refinanced resulting in a reduction of total non-performing loans. At March 31, 2004, we had $64,000 in other repossessed assets.

Generally, we place loans on non-accrual when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due, which is generally when a loan is 90 days past due. When a loan is placed on non-accrual status, all previously accrued and unpaid interest is reversed. Interest income is subsequently recognized on a cash basis as long as the remaining unpaid principal amount of the loan is deemed to be fully collectible. If collectibility is questionable, then cash payments are applied to principal. As of March 31, 2004, approximately $4.0 million of our non-accrual loans were earning on a cash basis.

A loan is considered impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due (both principal and interest) according to the terms of the loan agreement. Reserves on impaired loans are measured based on the present value of the expected future cash flows discounted at the loan’s effective interest rate or the fair value of the underlying collateral.

Liquidity and Capital Resources

In general terms, liquidity is a measurement of our ability to meet our cash needs. Our objective in managing our liquidity is to maintain our ability to meet loan commitments, purchase securities or repay deposits and other liabilities in accordance with their terms, without an adverse impact on our current or future earnings. Our liquidity strategy is guided by policies, which are formulated and monitored by our senior management and our bank’s Balance Sheet Management Committee (BSMC), and which take into account the marketability of assets, the sources and stability of funding and the level of unfunded commitments. We regularly evaluate all of our various funding sources with an emphasis on accessibility, stability, reliability and cost-effectiveness. For the year ended December 31, 2003 and for the three months ended March 31, 2004, our principal source of funding has been our customer deposits, supplemented by our short-term and long-term borrowings, primarily from securities sold under repurchase agreements and federal funds purchased from our downstream correspondent bank relationships (which consist of banks that are considered to be smaller than our bank).

Since early 2001, our liquidity needs have primarily been fulfilled through growth in our core customer deposits. Our goal is to obtain as much of our funding as possible from deposits of these core customers, which as of March 31, 2004, comprised $1,405.8 million, or 94.0%, of total deposits. These deposits are generated principally through development of long-term relationships with customers and stockholders and our retail network which is mainly through BankDirect, our internet banking facility.

In addition to deposits from our core customers, we also have access to incremental deposits through brokered retail certificates of deposit, or CDs. As of March 31, 2004, brokered retail CDs comprised $90.1 million, or 6.0%, of total deposits. Our dependence on retail brokered CDs is limited by our internal funding guidelines, which as of March 31, 2004, limited borrowing from this source to 10-20% of total deposits.

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Additionally, we have borrowing sources available to supplement deposits and meet our funding needs. These borrowing sources include federal funds purchased from our downstream correspondent bank relationships (which consist of banks that are smaller than our bank) and from our upstream correspondent bank relationships (which consist of banks that are larger than our bank), securities sold under repurchase agreements, treasury, tax and loan notes, and advances from the Federal Home Loan Bank, or FHLB. As of March 31, 2004, our borrowings consisted of a total of $416.4 million of securities sold under repurchase agreements, $90.2 million of downstream federal funds purchased, $15.9 million from customer repurchase agreements, and $2.0 million of treasury, tax and loan notes. Credit availability from the FHLB is based on our bank’s financial and operating condition and borrowing collateral we hold with the FHLB. At March 31, 2004, we had no borrowings from the FHLB. Our unused FHLB borrowing capacity at March 31, 2004 was approximately $200.0 million. As of March 31, 2004, we had unused upstream federal fund lines available from commercial banks of approximately $72.6 million. During the three months ended March 31, 2004, our average other borrowings from these sources were $621.0 million or 28.0% of average assets, which is well within our internal funding guidelines, which limit our dependence on borrowing sources to 25-30% of total assets. The maximum amount of borrowed funds outstanding at any month-end during the first three months of 2004 was $622.5 million, or 27.8%, of total assets.

As of March 31, 2004, our significant fixed and determinable contractual obligations to third parties were as follows:

			After One		After Three
	Within		but Within		but Within		After Five
(Dollars in thousands)	One Year		Three Years		Five Years		Years		Total
Deposits without a stated maturity (1)	$	955,760	$	—	$	—	$	—	$	955,760
Time deposits (1)		405,395		114,948		19,788		—		540,131
Federal funds purchased		90,203		—		—		—		90,203
Securities sold under repurchase agreements		267,016		138,150		11,200		—		416,366
Customer repurchase agreements		15,925		—		—		—		15,925
Treasury, tax and loan notes		2,008		—		—		—		2,008
Operating lease obligations		3,178		6,429		6,120		4,203		19,930
Long-term debt		—		—		—		20,620		20,620
Total contractual obligations	$	1,739,485	$	259,527	$	37,108	$	24,823	$	2,060,943

(1) Excludes interest

     The contractual amount of our financial instruments with off-balance sheet risk expiring by period at March 31, 2004 is presented below:

			After One		After Three
	Within		but Within		but Within		After Five
(Dollars in thousands)	One Year		Three Years		Five Years		Years		Total
Commitments to extend credit	$	263,108	$	171,270	$	19,493	$	11,102	$	464,973
Standby letters of credit		22,038		2,959		—		—		24,997
Total financial instruments with off-balance sheet risk	$	285,146	$	174,229	$	19,493	$	11,102	$	489,970

Due to the nature of our unfunded loan commitments, including unfunded lines of credit, the amounts presented in the table above do not necessarily represent amounts that we anticipate funding in the periods presented above.

Our equity capital averaged $176.8 million for the three months ended March 31, 2004 as compared to $126.9 million for the same period in 2003. This increase reflects our retention of net earnings during this period and the IPO proceeds. We have not paid any cash dividends on our common stock since we commenced operations and have no plans to do so in the near future.

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TABLE 6 – CAPITAL RATIOS

	March 31,			March 31,
	2004			2003
Risk-based capital:
Tier 1 capital		11.73	%		9.69	%
Total capital		12.84	%		10.88	%
Leverage		8.67	%		7.15	%

Critical Accounting Policies

The Securities and Exchange Commission (SEC) recently issued guidance for the disclosure of “critical accounting policies.” The SEC defines “critical accounting policies” as those that are most important to the presentation of a company’s financial condition and results, and require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

We follow financial accounting and reporting policies that are in accordance with accounting principles generally accepted in the United States. The more significant of these policies are summarized in Note 1 to the consolidated financial statements in our 2003 Form 10K filed with the SEC. Not all these significant accounting policies require management to make difficult, subjective, or complex judgments. However, the policies noted below could be deemed to meet the SEC’s definition of critical accounting policies.

Management considers the policies related to the allowance for loan losses as the most critical to the financial statement presentation. The total allowance for loan losses includes activity related to allowances calculated in accordance with Statement of Financial Accounting Standards (SFAS) No. 114, Accounting by Creditors for Impairment of a Loan, and SFAS No. 5, Accounting for Contingencies. The allowance for loan losses is established through a provision for loan losses charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the loan losses inherent in the loan portfolio. The allowance for loan losses is comprised of specific reserves assigned to certain classified loans and general reserves. Factors contributing to the determination of specific reserves include the credit-worthiness of the borrower, and more specifically, changes in the expected future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate or the fair value of the collateral for certain collateral dependent loans. For purposes of determining the general reserve, the portfolio is segregated by product types in order to recognize differing risk profiles among categories, and then further segregated by credit grades. See “Summary of Loan Loss Experience” for further discussion of the risk factors considered by management in establishing the allowance for loan losses.

Management considers the policies related to income taxes to be critical to the financial statement presentation. The Company utilizes the liability method in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based upon the difference between the values of the assets and liabilities as reflected in the financial statements and their related tax basis using enacted tax rates in effect for the year in which the differences are expected to be recovered or settled. As changes in tax law or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. A valuation reserve is provided against deferred tax assets unless it is more likely than not that such deferred tax assets will be realized. In 2003, as a result of a reassessment of our ability to generate sufficient earnings to allow the utilization of our deferred tax assets, we believed it was more likely than not that the deferred tax assets will be realized. Accordingly, in compliance with SFAS No. 109, we reversed the valuation allowance and certain related tax reserves during the period.

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ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is a broad term for the risk of economic loss due to adverse changes in the fair value of a financial instrument. These changes may be the result of various factors, including interest rates, foreign exchange rates, commodity prices, or equity prices. Additionally, the financial instruments subject to market risk can be classified either as held for trading purposes or held for other than trading.

The Company is subject to market risk primarily through the effect of changes in interest rates on its portfolio of assets held for purposes other than trading. The effect of other changes, such as foreign exchange rates, commodity prices, and/or equity prices do not pose significant market risk to the Company.

The responsibility for managing market risk rests with the BSMC, which operates under policy guidelines established by our board of directors. The negative acceptable variation in net interest revenue due to a 200 basis point increase or decrease in interest rates is generally limited by these guidelines to +/- 10%. These guidelines also establish maximum levels for short-term borrowings, short-term assets, and public and brokered deposits. They also establish minimum levels for unpledged assets, among other things. Compliance with these guidelines is the ongoing responsibility of the BSMC, with exceptions reported to the full board of directors on a quarterly basis.

Interest Rate Risk Management

We perform a sensitivity analysis to identify interest rate risk exposure on net interest income. We quantify and measure interest rate risk exposure using a model to dynamically simulate the effect of changes in net interest income relative to changes in interest rates over the next twelve months based on three interest rate scenarios. These are a “most likely” rate scenario and two “shock test” scenarios.

The “most likely” rate scenario is based on the consensus forecast of future interest rates published by independent sources. These forecasts incorporate future spot rates and relevant spreads of instruments that are actively traded in the open market. The Federal Reserve’s Federal Funds target affects short-term borrowing; the prime lending rate and the London Interbank Offering Rate are the basis for most of our variable-rate loan pricing.

The 10-year mortgage rate is also monitored because of its effect on prepayment speeds for mortgage-backed securities. These are our primary interest rate exposures. We are currently not using derivatives to manage our interest rate exposure.

The two “shock test” scenarios assume a sustained parallel 200 basis point increase or decrease, respectively, in interest rates. As short-term rates have continued to fall since 2001 we could not assume interest rate changes of 200 basis points as the results of the decreasing rates scenario would be negative rates. Therefore, our “shock test” scenarios with respect to decreases in rates now assume a decrease of 100 basis points in the current interest rate environment. We will continue to evaluate these scenarios as interest rates change, until short term rates rise above 2.0%.

Our interest rate risk exposure model incorporates assumptions regarding the level of interest rate or balance changes on indeterminable maturity deposits (demand deposits, interest bearing transaction accounts and savings accounts) for a given level of market rate changes. These assumptions have been developed through a combination of historical analysis and future expected pricing behavior. Changes in prepayment behavior of mortgage-backed securities, residential, and commercial mortgage loans in each rate environment are captured using industry estimates of prepayment speeds for various coupon segments of the portfolio. The impact of planned growth and new business activities is factored into the simulation model.

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This modeling indicated interest rate sensitivity is as follows:

TABLE 7 – INTEREST RATE SENSITIVITY
(Dollars in thousands)

	Anticipated Impact Over the Next Twelve Months
	as Compared to Most Likely Scenario
	200 bp Increase		100 bp Decrease
	March 31, 2004		March 31, 2004
Change in net interest income	$	10,343	$	(5,825	)

The estimated changes in interest rates on net interest income are within guidelines established by our board of directors for all interest rate scenarios.

The simulations used to manage market risk are based on numerous assumptions regarding the effect of changes in interest rates on the timing and extent of repricing characteristics, future cash flows, and customer behavior. These assumptions are inherently uncertain and, as a result, the model cannot precisely estimate net interest income or precisely predict the impact of higher or lower interest rates on net interest income. Actual results will differ from simulated results due to timing, magnitude and frequency of interest rate changes as well as changes in market conditions and management strategies, among other factors.

We expect our balance sheet will continue to be asset sensitive over the next twelve months, largely due to the concentration of assets in variable rate loans. If, as we expect will occur, interest rates rise in 2004, this asset-sensitivity will tend to result in an increase in our interest margin, all other factors being equal. In the event of a rising rate environment, management may choose to fund investment securities purchased with term liabilities/deposits to lock in a return. Investment securities are generally held in the “available-for-sale” category so that gains and losses can be realized as appropriate. At certain times, we use the “held-to-maturity” category if we are not planning to sell these securities before maturity.

ITEM 4. CONTROLS AND PROCEDURES

Our management, including our chief executive officer and chief financial officer have evaluated our disclosure controls and procedures as of March 31, 2004 and concluded that those disclosure controls and procedures are effective. There have been no changes in our internal controls or in other factors known to us that could significantly affect these controls subsequent to their evaluation, nor any corrective actions with regard to significant deficiencies and material weaknesses. While we believe that our existing disclosure controls and procedures have been effective to accomplish these objectives, we intend to continue to examine, refine and formalize our disclosure controls and procedures and to monitor ongoing developments in this area.

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PART II — OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, filed herewith.
32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, filed herewith.

(b)	Report on Form 8-K
	Current report filed on Form 8-K regarding Item 7 (Financial Statements, Pro Forma Financial Information and Exhibits) and Item 12 (Results of Operations and Financial Condition) dated January 27, 2004.

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	TEXAS CAPITAL BANCSHARES, INC.
Date: May 10, 2004	/s/Peter B. Bartholow Peter B. Bartholow Chief Financial Officer (Duly authorized officer and principal financial officer)

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EXHIBIT INDEX

Exhibit Number

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2003.
32.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, filed herewith.
32.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2003, filed herewith.

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