SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MORAN SAN JUANITA

(Last)

(First)

(Middle)

2301 SW GREENBRIAR SQUARE

(Street)

MCALLEN

78503

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TEXAS REGIONAL BANCSHARES INC [ TRBS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Controller

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/12/2004		M		613	A	$13.3859	2,246	D
Class A Common Stock	11/12/2004		M		690	A	$18.8525	2,936	D
Class A Common Stock	11/16/2004		A	V	112.182⁽¹⁾	A	$31.34	2,969.7325	I	By Trustee of ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Stock Option (right to buy)	$13.3859	11/12/2004		M			613	07/01/2004	04/15/2011	Class A Common Stock	1,021	$13.3859	$1,021	D
Incentive Stock Option (right to buy)	$18.8525	11/12/2004		M			345	⁽²⁾	05/31/2012	Class A Common Stock	2,130	$18.8525	$3,151	D
Nonstatutory Stock Option (right to buy)	$18.8525	11/12/2004		M			345	⁽²⁾	05/31/2012	Class A Common Stock	2,130	$18.8525	$5,281	D
Incentive Stock Option (right to buy)	$23.7							⁽³⁾	05/31/2012	Class A Common Stock	900		$6,181	D
Incentive Stock Option (right to buy)	$27.3467							⁽⁴⁾	04/15/2014	Class A Common Stock	1,875		$8,056	D
Nonstatutory Stock Option (right to buy)	$27.3467							⁽⁴⁾	04/15/2014	Class A Common Stock	1,875		9,931	D

Explanation of Responses:

1. The amount represents shares allocated to my account as a participant in the Texas Regional Bancshares, Inc. Amended and Restated Employee Stock Ownership Plan ("the ESOP").

2. 25% of the options granted under this plan become exercisable on August 1st of each year beginning August 1, 2002, contingent upon continued employment.

3. 25% of the options granted under this plan become exercisable on August 1st of each year beginning August 1, 2003, contingent upon continued employment.

4. 20% of the options granted under this plan become exercisable on August 1st of each year beginning August 1, 2004, contingent upon continued employment.

	/s/ San Juanita Moran	11/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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