8-K

 
                      SECURITIES AND EXCHANGE COMMISSION


                           WASHINGTON, D.C.   20549


                                 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) MAY 13, 1996


                             COASTAL BANCORP, INC.
              (Exact name of registrant as specified in charter)


          TEXAS                    0-24526                 76-0428727
      (State or other            (Commission             (IRS Employer
      jurisdiction of            File Number)          Identification No.) 
      incorporation)


#8 GREENWAY PLAZA, SUITE 1500, HOUSTON, TEXAS              77046
   (Address of Principal executive offices)             (Zip Code)


Registrant's telephone number including area code   (713) 623-2600


(Former name or former address, if changed since last report) Not applicable

 
ITEM 5.   OTHER EVENTS.

          On May 8, 1996, Coastal Bancorp, Inc. ("Coastal") announced that its
          subsidiary Coastal Banc ssb, and Compass Bank - San Antonio have
          executed definitive agreements to exchange certain branch locations.
          Coastal Banc will sell its three San Antonio branches having deposits
          of approximately $58.0 million to Compass and will purchase the
          Compass Bay City Branch having deposits of approximately $86.0
          million.  Consummation of the proposed transactions which is expected
          to occur late in the third quarter, is contingent upon the approval by
          bank regulatory authorities and other customary closing conditions.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

     (a)  Financial Statements

               No financial statements are required.

     (b)  Pro Forma Financial Information

               No pro forma financial information is required.

     (c)  Exhibits

               No.       Description
               ---       -----------
               28(b)     Press Release, dated May 8, 1996

 
                                 SIGNATURES

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.

COASTAL BANCORP, INC.


/s/    Catherine N. Wylie                             Date:  May 13, 1996
- - ------------------------------------
by:  Catherine N. Wylie, 
     Executive Vice President
     and Chief Financial Officer

EX-28.B

 
                             COASTAL BANCORP, INC.



                                 EXHIBIT 28(B)


               PRESS RELEASE OF THE REGISTRANT DATED MAY 8, 1996

 
                       COASTAL BANC SSB SIGNS AGREEMENT
                      TO ACQUIRE COMPASS BAY CITY BRANCH

HOUSTON (May 8, 1996)--Coastal Banc ssb ("Coastal Banc") (NASDAQ: CBSAP), the 
direct subsidiary of Coastal Bancorp, Inc. ("Coastal") (NASDAQ: CBSA), and 
Compass Bank-San Antonio ("Compass"), announced today that they have executed 
definitive agreements to exchange certain branch locations. Coastal Banc will 
sell its three San Antonio branches having deposits of approximately $58.0 
million to Compass and will purchase the Compass Bay City Branch having deposits
of approximately $86.0 million, located at 1100 7th Street, Bay City, Texas. 
Consummation of the proposed transactions, which is expected late in the third 
quarter, is contingent upon the approval by bank regulatory authorities and 
other customary closing conditions.

     "We welcome the opportunity to be in Bay City and look forward to serving 
our new customers. We appreciate the past support our customers in the San 
Antonio area have provided" said Manuel J. Mehos, Chairman and Chief Executive 
Officer of Coastal. "This acquisition will further expand our market presence in
small to mid-sized cities in southeast Texas. In addition, Bay City is a very 
attractive market for us because it is comparable to the communities we 
currently serve."

     At March 31, 1996, on a consolidated basis, Coastal had $2.8 billion in 
total assets, $1.3 billion in total deposits, $28.8 million in preferred stock 
of Coastal Banc and $93.0 million in common stockholders' equity.

     Coastal is the holding company for and owns 100 percent of the voting stock
of Coastal Banc, a Texas-chartered, federally insured savings bank headquartered
in Houston. Coastal Banc operates 40 branch offices in metropolitan Houston, 
Corpus Christi, San Antonio and small cities in central and south Texas.