8-K

                       SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549-1004



                                    FORM 8-K



                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934





                DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
                                  JULY 2, 2002






                         TEXAS REGIONAL BANCSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



                                                                 
            TEXAS                            000-14517                     74-2294235
(STATE OR OTHER JURISDICTION OF       (COMMISSION FILE NUMBER)         (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                                      IDENTIFICATION NUMBER)




                                  P.O. BOX 5910
                       3900 NORTH 10TH STREET, 11TH FLOOR
                             MCALLEN, TX 78502-5910
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (956) 631-5400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)




ITEM 5.  OTHER EVENTS

        On July 2, 2002, Texas Regional Bancshares, Inc. issued a press release
announcing the execution of a letter of intent for Texas Regional to acquire
through merger San Juan Bancshares, Inc. The press release, which is attached
hereto and filed herewith as Exhibit 99.1, is incorporated herein by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

    99.1    Press release of Texas Regional Bancshares, Inc. dated July 2, 2002.




                                    SIGNATURE

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



                                 TEXAS REGIONAL BANCSHARES, INC.



Date:  July 2, 2002              BY: /s/ R.T. PIGOTT, JR.
                                    -------------------------------------------
                                    R. T. Pigott, Jr., Executive Vice President
                                    and Chief Financial Officer



                                  EXHIBIT INDEX

Exhibit
Number

99.1  Press release of Texas Regional Bancshares, Inc. dated July 2, 2002.

EX-99.1

                                                                    EXHIBIT 99.1

FOR IMMEDIATE RELEASE
JULY 2, 2002

  TEXAS REGIONAL BANCSHARES, INC. ANNOUNCES LETTER OF INTENT TO ACQUIRE SAN
                              JUAN BANCSHARES, INC.

      MCALLEN, TEXAS--Texas Regional Bancshares, Inc. ("Texas Regional")
(NASDAQ: TRBS) today announced the execution of a letter of intent for Texas
Regional to acquire through merger San Juan Bancshares, Inc. ("San Juan"). San
Juan is the privately held bank holding company for Texas Country Bank, located
at 235 West 5th Street, San Juan, Texas with one additional banking location in
Progreso, Texas. As of March 31, 2002, San Juan had total assets of $51.0
million, loans of $22.7 million, deposits of $46.0 million and shareholders'
equity of $4.4 million.

      The letter of intent calls for the exchange of 150,012 shares of Texas
Regional for all of the outstanding shares of San Juan in a transaction to be
accounted for under the purchase method of accounting. The proposed merger is
subject to execution of a definitive agreement on terms acceptable to each of
Texas Regional and San Juan, and customary closing conditions, including receipt
of all requisite regulatory approvals and the approval of San Juan shareholders.
The transaction, which is expected to close early during the fourth quarter of
2002, would add full-service banking locations in the communities of San Juan
and Progreso to the locations presently served by Texas Regional in other areas
of the Rio Grande Valley.

      Glen E. Roney, Chairman of Texas Regional, stated, "We are pleased about
the prospect of including the customers, employees and shareholders of San Juan
in the Texas Regional family. Customers of Texas Country Bank will benefit from
greater convenience, a broader array of products and services and new
technologies while experiencing a seamless transition."

      Texas Regional is a McAllen-based bank holding company whose stock trades
on The Nasdaq Stock Market(R) under the symbol TRBS. Texas State Bank, its
wholly owned subsidiary, conducts a commercial banking business through 27
full-service banking offices, including 26 in the Rio Grande Valley of Texas and
1 in metropolitan Houston.



                              TRANSACTION RATIONALE

o    Expansion opportunity into new municipalities in Texas Regional's primary
     market in the Rio Grande Valley of south Texas.

o    Offers a wider range of services to customers of Texas Country Bank.

o    Attractive core deposit franchise.

o    Financially attractive.

o    Capitalizes on proven merger integration skills. Texas Regional has
     provided smooth transitions for customers while delivering strong asset and
     revenue growth from previously merged franchises.

                 ADDITIONAL INFORMATION AND WHERE TO FIND IT

      Texas Regional intends to file with the Securities  Exchange  Commission
(the "SEC") a registration statement on Form S-4 in connection with the
transaction, and Texas Regional and San Juan intend to mail a proxy
statement/prospectus to the San Juan stockholders in connection with the
transaction. Investors and security holders of Texas Regional and San Juan are
urged to read the proxy statement/prospectus when it becomes available because
it will contain important information about Texas Regional, San Juan and the
transaction. Investors and security holders may obtain a free copy of the proxy
statement/prospectus (when it is available) at the SEC's web site at
(HTTP://WWW.SEC.GOV). A free copy of the proxy statement/prospectus may also be
obtained (when it is available) from Texas Regional or San Juan. Texas Regional
and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from the stockholders of San Juan in favor of the
transaction. Information regarding the interests of Texas Regional's officers
and directors, and the interests of San Juan's officers and directors, in the
transaction will be included in the proxy statement/prospectus. In addition to
the registration statement on Form S-4 to be filed by Texas Regional in
connection with the transaction, and the proxy statement/prospectus to be mailed
to the stockholders of San Juan in connection with the transaction, Texas
Regional files annual, quarterly and special reports, proxy and information
statements, and other information with the SEC. Investors may read and copy any
of these reports, statements and other information at the SEC's public reference
rooms located at 450 5th Street, N.W.,




Washington, D.C. 20549, or any of the SEC's other public reference rooms located
in New York and Chicago. Investors should call the SEC at 1-800-SEC-0330 for
further information on these public reference rooms. The reports, statements and
other information filed by Texas Regional with the SEC are also available for
free at the SEC's web site (HTTP://WWW.SEC.GOV). A free copy of these reports,
statements and other information may also be obtained from Texas Regional.

      Information concerning Texas Regional's products and services and
additional financial, statistical and business-related information are available
on Texas Regional's website at
HTTP://WWW.TEXASSTATEBANK.COM/TRBS/FINANCIALS.HTML. This release and other
information available on Texas Regional's website can also be obtained by
calling R. T. Pigott, Jr., Chief Financial Officer, at (956) 631-5400.

      This document and information on Texas Regional's website may contain
forward-looking information (including information related to plans, projections
or future performance of Texas Regional and its subsidiaries and planned market
opportunities, employment opportunities and synergies from the merger with San
Juan), the occurrence of which involve certain risks, uncertainties, assumptions
and other factors which could materially affect future results. If any of these
risks or uncertainties materialize or any of these assumptions prove incorrect,
Texas Regional's results could differ materially from Texas Regional's
expectations in these statements. Texas Regional assumes no obligation and does
not intend to update these forward-looking statements. For further information
please see Texas Regional's reports filed with the SEC pursuant to the
Securities Exchange Act of 1934, which are available at the SEC's website
(HTTP://WWW.SEC.GOV).

CONTACT: GLEN E. RONEY, CHIEF EXECUTIVE OFFICER, OR R. T. PIGOTT, JR., CHIEF
FINANCIAL OFFICER, (956) 631-5400, BOTH OF TEXAS REGIONAL.