SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C.  20549


                                  FORM 10-C
               REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ


                        INTERDEALER QUOTATION SYSTEM


                 FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                          OR 15d-17 THEREUNDER



                        TEXAS REGIONAL BANCSHARES, INC.
                            Kerria Plaza, Suite 301
                             3700 North 10th Street
                              McAllen, Texas 78501



Issuer's Telephone Number, including area code:  210/631-5400


                   I. CHANGE IN NUMBER OF SHARES OUTSTANDING

Indicate any change (increase or decrease) of 5% or more in the number of 
shares outstanding

1.   Title of Security:   Class A Voting Common Stock

2.   Number of shares outstanding before the change:     6,196,791

3.   Number of shares outstanding after the change:      8,706,791

4.   Effective date of change:   MAY 14, 1996

5.   Method of change:  Public offering of shares pursuant to Registration 
     Statement filed with the Securities and Exchange Commission (the 
     "Commission") on Form S-1 under Commission file number 333-1467.


                         II. CHANGE IN NAME OF ISSUER

1.   Name prior to change:      Not applicable.

2.   Name after change:         Not applicable.

3.   Effective date of charter amendment changing name:    Not applicable.

4.   Date of shareholder approval of change, if required:  Not applicable.




Date:  May 17, 1996.


                                       Texas Regional Bancshares, Inc.



                                       By: /s/ GLEN E. RONEY
                                           ------------------------------------
                                           Glen E. Roney, Chairman of the Board
                                           and Chief Executive Officer