<PAGE>
 
                                 UNITED STATES

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  Form 10-QSB

                [X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1997

                                      OR

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

                         Commission File No. 0 - 21328

                            FORT BEND HOLDING CORP.



A Delaware Corporation                  I.R.S. Employer Identification
                                               No.  76-0391720

      Address                                  Telephone Number

    3400 Avenue H                              (281) 342-5571
Rosenberg, Texas  77471


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve 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      .
                                       ------    -----

There were 1,840,242 shares and 1,663,894 shares of Common Stock ($0.01 par
value) issued and outstanding, respectively as of October 28, 1997.
<PAGE>

PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                            FORT BEND HOLDING CORP.

                 CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                                  (Unaudited)

<TABLE>
<CAPTION> 

ASSETS                                September 30, 1997          March 31, 1997 
<S>                                      <C>                       <C> 
Cash and due from banks                  $  7,046,352              $  6,369,675
Short-term investments                     39,866,399                14,220,516
Certificates of deposit                       200,000                   200,000
                                         ------------              ------------
    Total cash and cash equivalents        47,112,751                20,790,191

Investment securities available 
  for sale, at market                       2,898,861                 2,810,270
Investment securities held to 
  maturity (estimated market value
  of $9,849,596 and  $10,789,440 
  at September 30, 1997 and 
  March 31, 1997, respectively)            10,237,730                11,234,763 
Mortgage-backed securities available 
  for sale, at market                         386,092                   520,869
Mortgage-backed securities held to 
  maturity (estimated  market 
  value of $90,565,900 and $96,684,430 
  at September 30, 1997 and 
  March 31, 1997, respectively)            90,476,983                97,084,501
Loans held for sale                         6,834,406                 2,660,415
Loans receivable, net                     141,527,320               138,227,705
Accrued interest receivable                 1,763,992                 1,816,415
Real estate, net                               47,908                   470,996
Federal Home Loan Bank stock, at cost       1,464,900                 1,933,000
Premises and equipment, net                 4,802,525                 4,970,011
Mortgage servicing rights, net              7,103,962                 7,537,571
Prepaid expenses and other assets           3,145,693                 3,398,198
Deferred income taxes                         307,512                   305,961
Goodwill, net                               1,303,221                 1,319,232
                                         ------------              ------------
       Total assets                      $319,413,856              $295,080,098
                                         ============              ============

LIABILITIES AND STOCKHOLDERS' EQUITY                             

Liabilities:                             
  Deposits                               $269,083,871              $250,218,152
  Convertible Subordinated              
    Debentures                             12,020,000                12,080,000
  Borrowings                                4,109,196                 4,226,676
  Advances from borrowers for           
    taxes and insurance                     8,926,757                 4,750,945
  Accounts payable, accrued             
    expenses and other liabilities          3,037,667                 2,868,177
                                         ------------              ------------
       Total liabilities                  297,177,491               274,143,950
                                         ------------              ------------
Minority interest in consolidated 
  subsidiary                                2,565,334                 2,508,214
                                         ------------              ------------
Stockholders' equity:                            
  Serial preferred stock, $.01 par 
    value - 1,000,000 shares
    authorized, none outstanding                                
  Common Stock $.01 par value, 
    4,000,000 shares authorized  
    1,832,102 shares issued and 
    1,655,754 shares outstanding at                                   
    September 30,1997 and 1,820,950 
    shares issued and 1,644,602                                
    shares outstanding at 
    March 31, 1997                             18,321                    18,209
  Additional paid-in capital                8,982,487                 8,695,882
  Unearned employee stock ownership 
    plan shares                              (215,442)                 (307,125)
  Deferred compensation                      (113,887)                  (82,324)
  Net unrealized appreciation 
    (depreciation) on available for                             
    sale securities                             8,342                    (6,107)
  Retained earnings (substantially 
    restricted)                            12,447,711                11,565,900
  Treasury stock, at cost - 
    176,348 shares                         (1,456,501)               (1,456,501)
                                         ------------              ------------
       Total stockholders' equity          19,671,031                18,427,934
                                         ------------              ------------
       Total liabilities and 
         stockholders' equity            $319,413,856              $295,080,098
                                         ============              ============
</TABLE> 

         The accompanying notes are an integral part of the condensed
                      consolidated financial statements.

                                       2
<PAGE>
 
                            FORT BEND HOLDING CORP.

                CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                       Three Months Ended               Six Months Ended   
                                                                          September 30,                   September 30,    
                                                                   --------------------------      --------------------------
                                                                      1997            1996            1997            1996 
                                                                   ----------      ----------      -----------     ----------
<S>                                                                  <C>             <C>             <C>             <C> 
Interest Income:                                                                 
   Loans                                                           $3,367,186      $2,389,598      $ 6,731,290     $4,520,287  
   Short-term investments                                             436,376         231,586          595,383        418,981  
   Investment securities                                              215,436         202,532          456,726        350,528  
   Mortgage-backed securities                                       1,523,850       1,755,901        3,099,313      3,585,160  
                                                                   ----------      ----------      -----------     ----------
      Total interest income                                         5,542,848       4,579,617       10,882,712      8,874,956  
                                                                   ----------      ----------      -----------     ----------
Interest expense:                                                                
   Deposits                                                         2,787,267       2,467,155        5,455,295      4,787,306  
   Borrowings                                                         323,805         335,644          660,852        665,694  
                                                                   ----------      ----------      -----------     ----------
      Total interest expense                                        3,111,072       2,802,799        6,116,147      5,453,000  
                                                                   ----------      ----------      -----------     ----------
      Net interest income before provision for loan losses          2,431,776       1,776,818        4,766,565      3,421,956  
Provision for loan losses                                              15,000          43,000           77,980         68,000  
                                                                   ----------      ----------      -----------     ----------
      Net interest income after provision for loan losses           2,416,776       1,733,818        4,688,585      3,353,956  
                                                                   ----------      ----------      -----------     ----------
Noninterest income:                                                              
   Loan fees and charges                                              753,514         131,092        1,481,054        244,510  
   Loan servicing income                                              275,084         110,737          572,535        216,118  
   Service charges on deposit accounts                                220,458         174,139          430,335        328,632  
   Gain on sale of  loans                                             156,111          56,350          253,451        106,299  
   Other income                                                       127,766         142,893          316,508        267,538  
                                                                   ----------      ----------      -----------     ----------
      Total noninterest income                                      1,532,933         615,211        3,053,883      1,163,097  
                                                                   ----------      ----------      -----------     ----------
Noninterest expenses:                                                            
   Compensation and benefits                                        1,803,103         938,549        3,552,431      1,770,420  
   Office occupancy and equipment                                     436,484         242,525          883,064        429,545  
   Federal insurance premiums                                          40,358         133,307           80,270        257,589  
   Data Processing Fees                                               130,883          64,668          256,658        110,735  
   Savings Association Insurance Fund Assessment                          ---       1,492,686              ---      1,492,686  
   Insurance and surety bond expense                                   37,561          37,923           74,428         71,539  
   Other                                                              628,800         339,402        1,146,045        669,851  
                                                                   ----------      ----------      -----------     ----------
      Total noninterest expenses                                    3,077,189       3,249,060        5,992,896      4,802,365  
                                                                   ----------      ----------      -----------     ----------
   Income (loss) before income tax and minority interest              872,520        (900,031)       1,749,572       (285,312) 
Income tax provision (benefit)                                        269,125        (321,200)         547,468       (112,200) 
                                                                   ----------      ----------      -----------     ----------
Income (loss) before minority interest                                603,395        (578,831)       1,202,104       (173,112) 
Minority interest in net income of consolidated subsidiary            100,249             ---          179,620            ---  
                                                                   ----------      ----------      -----------     ----------
Net income (loss)                                                  $  503,146      $ (578,831)     $ 1,022,484     $ (173,112) 
                                                                   ==========      ==========      ===========     ==========
Primary earnings (loss) per common share                           $     0.29      $    (0.34)     $      0.59     $    (0.10) 
                                                                   ==========      ==========      ===========     ==========
Fully diluted earnings (loss) per common share                     $     0.24      $    (0.34)     $      0.49     $    (0.10) 
                                                                   ==========      ==========      ===========     ==========
Dividends per common share                                         $     0.05      $     0.04      $      0.09     $     0.07  
                                                                   ==========      ==========      ===========     ==========
</TABLE> 

         The accompanying notes are an integral part of the condensed
                      consolidated financial statements.

                                       3
<PAGE>
 
                            FORT BEND HOLDING CORP.

                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                  (Unaudited)

<TABLE> 
<CAPTION> 
                                                                                     Six Months Ended                
                                                                                       September 30,            
                                                                              --------------------------------
                                                                                 1997                1996
                                                                              -----------        -------------
<S>                                                                          <C>                 <C> 
Operating activities:   
   Net income (loss)                                                         $  1,022,484        $   (173,112) 
     Adjustments to reconcile net income (loss) to net cash                          
       provided by (used in) operating activities:                                      
         Provision for losses on loans and real estate                             77,980              68,000  
         Depreciation                                                             275,071             134,898  
         Compensation charge related to release of ESOP shares                    165,916              33,538  
         Amortization of deferred compensation                                     30,837              24,597
         Amortization of debt issue costs                                          41,682              40,218  
         Amortization of premiums and discounts on securities, net                 11,079               6,064
         Amortization of loan premium, discount, and deferred fees, net          (170,424)           (119,248) 
         Amortization of goodwill                                                  46,315               6,796  
         Amortization of mortgage servicing rights                                828,647             147,037  
         Amortization of unearned income                                              ---              (6,070) 
         Deferred income tax benefit                                               (9,839)             (9,172) 
         Minority interest in income of consolidated subsidiary                   179,620                 ---  
         Gain on sale of real estate                                              (45,535)            (31,087) 
         Net gain on sale of loans                                               (253,451)            (92,864) 
         Dividends on Federal Home Loan Bank Stock                                (43,600)            (48,100) 
         Origination of loans held for sale                                   (34,819,398)         (6,264,911) 
         Proceeds from sale of loans                                           30,898,858           7,205,340  
         Other, net                                                               464,587             640,110  
                                                                             ------------        ------------
                Net cash provided by (used in) operating activities            (1,299,171)          1,562,034  
                                                                             ------------        ------------
Investing activities:                                                            
   Purchase of investment securities available for sale                           (65,810)            (58,473) 
   Purchase of investment securities held to maturity                          (1,991,953)        (22,984,496) 
   Proceeds from maturities of investment securities held to 
     maturity                                                                   3,000,000          10,000,000  
   Principal collected on mortgage-backed securities                            6,720,198           6,838,219  
   Net increase in loans receivable                                            (2,994,787)         (9,171,383) 
   Purchase of premises and equipment                                            (107,585)           (373,595) 
   Purchase or origination of mortgage servicing rights                          (395,038)         (1,379,410) 
   Improvements to real estate                                                    (14,102)                ---  
   Proceeds from sale of real estate                                              204,546              37,233  
   Proceeds from redemption of FHLB stock                                         511,700                 ---  
   Net cash acquired in acquisition                                                   ---           3,541,250  
                                                                             ------------        ------------
                Net cash provided by (used in) investing activities             4,867,169         (13,550,655) 
                                                                             ------------        ------------

Financing activities:                                                            
   Net increase in deposits                                                    18,865,719           4,658,394  
   Payment on long-term borrowings                                                (25,797)            (24,250) 
   Increase in advances from borrowers for taxes and insurance                  4,175,812           4,606,230  
   Net proceeds from issuance of common stock                                       2,000                 ---
   Dividends paid to minority stockholder                                        (122,500)                ---  
   Dividends paid                                                                (140,672)           (114,688) 
                                                                             ------------        ------------
                Net cash provided by financing activities                      22,754,562           9,125,686  
                                                                             ------------        ------------
Net increase (decrease) in cash and cash equivalents                           26,322,560          (2,862,935) 
Cash and cash equivalents at beginning of period                               20,790,191          17,193,662  
                                                                             ------------        ------------
Cash and cash equivalents at end of period                                   $ 47,112,751        $ 14,330,727  
                                                                             ============        ============
</TABLE> 
                                                                

         The accompanying notes are an integral part of the condensed
                      consolidated financial statements.

                                       4
<PAGE>
 
                        Financial Statements, Continued

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

1. BASIS OF PRESENTATION

        

        The unaudited information for the three and six months ended 
September 30, 1997 and 1996 includes the results of operations of Fort Bend
Holding Corp. (the "Holding Corp.") and its wholly-owned subsidiary Fort Bend
Federal Savings and Loan Association of Rosenberg (the "Association"). The
Association's financial statements includes its 51% owned subsidiary Mitchell
Mortgage Company, L.L.C. ("Mitchell") (see Note 3). In the opinion of
management, the information reflects all adjustments (consisting only of normal
recurring adjustments) which are necessary for a fair presentation of the
results of operations for such periods but should not be considered as
indicative of results for a full year.

        The March 31, 1997 condensed consolidated statement of financial
condition data was derived from the audited financial statements, but does not
include all disclosures required by generally accepted accounting principles.
Accordingly, the condensed consolidated financial statements should be read in
conjunction with the audited consolidated financial statements.

2. COMMON STOCK SPLIT

        On August 21, 1997, the Board of Directors declared a two-for-one stock
split in the form of a 100% stock dividend payable October 1, 1997 to
shareholders of record on September 11, 1997. The effect of the split is
presented retroactively within stockholders' equity at September 30, 1997 by
transferring the par value for the additional shares issued from the additional
paid-in capital account to the common stock account.

        All share and per share data, including conversion price, recognition
and retention plan and convertible subordinated debenture information, has been
retroactively restated to reflect the stock split.

3. BUSINESS COMBINATION

        On January 2, 1997 the Association executed an agreement with The
Woodlands Corporation to acquire a controlling interest in a new limited
liability company, Mitchell Mortgage Company, L.L.C. ("Mitchell"). Mitchell was
formed for the purpose of engaging in the mortgage banking business, including
the origination and servicing of single-family purchase loans, single-family
construction loans and commercial and multifamily real estate loans. The
Woodlands Corporation contributed certain mortgage loans and its mortgage
servicing portfolio and liabilities of its wholly-owned mortgage banking
subsidiary, Mitchell Mortgage Company ("Old Mitchell"), in exchange for 49%
ownership interest in Mitchell and the Association contributed cash of
approximately $2.6 million in exchange for a 51% ownership interest in Mitchell.
In connection with the transaction, Old Mitchell (and The Woodlands Corporation,
as successor) was granted

                                       5
<PAGE>
 
                        Financial Statements, Continued

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)


an option to convert, upon the occurrence of certain events, its ownership
interest in Mitchell into shares of the common stock of the Company, at a rate
of 82.304 shares for each $1,000 of ownership interest in Mitchell, or $12.15
per share, in an amount not to exceed 9.9% of the Company's outstanding common
stock. Any amount that would otherwise be required to be issued exceeding 9.9%
of the Company's outstanding common stock will be paid in cash. The option
becomes exercisable on January 2, 1998 and expires on January 2, 2002.

4. RECOGNITION AND RETENTION PLAN

        The Holding Corp. has a Recognition and Retention Plan ("RRP") as a
method of providing key officers with a proprietary interest in the Holding
Corp. in a manner designed to encourage such individuals to remain with the
Holding Corp. or the Association. All outstanding awards vest at a rate of 20%
per year. On April 1, 1997, an additional 5,200 shares were granted under the
RRP. A total of 52,650 shares have been authorized of which 48,904 shares had
been granted under the RRP as of September 30, 1997.

5. NON-PERFORMING ASSETS

        Impaired loans decreased $135,000 during the three months ended
September 30, 1997 and $137,000 during the six months ended September 30, 1997.
The decline resulted from the payoff of one commercial loan and the loan
amortization from scheduled payments made on two of the loans, partially offset
by an increase in a third loan attributed to loan modification and partial
capitalization of interest due. Each of these loans was previously recognized as
impaired. Foreclosed assets decreased $323,000 during the six months ended
September 30, 1997, which primarily reflects the sale of a single family house
and a commercial property.

        The following table summarizes impaired loan information as of 
September 30, 1997.

          Impaired loans                                $670,634 
          Impaired loans which have a specific 
            reserve of $111,300 for loan losses 
            calculated under SFAS 114                   $273,189 
          Impaired loans which do not have a
            specific reserve for loan losses 
            calculated under SFAS 114                   $397,445 

                                       6
<PAGE>
 
                        Financial Statements, Continued

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)

6. CONVERTIBLE SUBORDINATED DEBENTURES AND OTHER BORROWINGS 

        Borrowings at September 30, 1997 included a $4.0 million advance from
the Federal Home Loan Bank of Dallas bearing a rate of 6.205% amortizing based
on a 30 year term and maturing on June 20, 2000. The advance is collateralized
by mortgage-backed securities and has a balance of $3,893,754 at September 30,
1997. Borrowings also included an ESOP loan with a balance of $215,442 at
September 30, 1997 with principal payments due each June 30 and December 31 and
maturing June 30, 2001.

        The following is a schedule by fiscal year of future principal payments
required under the amortizing advance agreement and the ESOP loan:

                                   FHLB Advances                   ESOP Loan
                                   -------------                   ---------
                 1998                $   26,609                     $43,875 
                 1999                    55,752                      87,750 
                 2000                    59,312                      83,817 
                 2001                 3,752,081 


        In December 1995, the Holding Corp. issued $12.1 million of 8%
Convertible Subordinated Debentures due December 1, 2005. Interest is payable
June 1 and December 1 of each year through maturity. The debentures are
convertible at any time prior to maturity at the rate of 92.592 shares of common
stock for each $1,000 of principal or $10.80 per share. The debentures may be
redeemed at the option of the Holding Corp., in whole or in part, at any time on
or after December 1, 1998 which would result in the issuance of 1,112,956
shares.

7. EARNINGS PER COMMON SHARE

        Primary earnings per common share for the three months and six months
ended September 30, 1997 have been computed based on net income adjusted for the
Mitchell option (see Note 3) divided by the weighted average number of common
shares and common share equivalents outstanding during the period. Stock options
are included as share equivalents using the treasury stock method. Additionally,
net income and shares outstanding are adjusted to assume the conversion of the
Convertible Subordinated Debentures for fully diluted earnings per common share.

        For purposes of determining primary earnings per share the weighted
average number of common shares and common share equivalents outstanding for the
three and six months ended September 30, 1997 was 1,926,091 and 1,915,855
shares, respectively. For fully-diluted earnings per share the weighted average
number of common shares and common share equivalents outstanding was 3,039,047
and 3,028,811 for the three and six months ended September 30, 1997,
respectively.

                                       7
<PAGE>
 
                        Financial Statements, Continued

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, Continued
                                  (Unaudited)


8. SUBSEQUENT EVENTS

        On October 16, 1997, the Holding Corp. declared a cash dividend of $.10
per share payable on November 26, 1997 to shareholders of record on November 6,
1997.

                                       8
<PAGE>
 
                                    Item 2.

        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations


GENERAL

Fort Bend Holding Corp. (the "Holding Corp.") was incorporated under the laws of
the State of Delaware to become a savings and loan holding company with Fort
Bend Federal Savings and Loan Association of Rosenberg (the "Association") as
its subsidiary. The Holding Corp. was incorporated at the direction of the Board
of Directors of the Association, and on June 30, 1993 acquired all of the
capital stock of the Association upon its conversion from mutual to stock form
(the "Conversion"). Prior to the Conversion, the Holding Corp. did not engage in
any material operations and at September 30, 1997, it had no significant assets
or liabilities other than the investment in the capital stock of the
Association, investment securities, deferred charges from the subordinated
debenture issue, cash and cash equivalents and the subordinated debentures. In
January, 1997 the Association acquired, and has consolidated in its financial
statements, a 51% interest in Mitchell Mortgage Company, L.L.C. ("Mitchell").
Unless the context otherwise requires, all references herein to the Holding
Corp. include the Holding Corp. and the Association on a consolidated basis.

The Association is principally engaged in the business of attracting retail
savings deposits from the general public and investing those funds in first
mortgage loans on owner occupied, single-family residences, mortgage-backed
securities and investment securities. The Association originates residential,
construction and commercial real estate loans. The Association also originates
consumer loans, including loans for the purchase of automobiles and home
improvement loans. Mitchell engages in similar lending activities with an
emphasis on construction and multifamily lending and loan servicing.

The most significant outside factors influencing the operations of the
Association and other banks and savings institutions include general economic
conditions, competition in the local market place and the related monetary and
fiscal policies of agencies that regulate financial institutions. More
specifically, the cost of funds, primarily consisting of deposits, is influenced
by interest rates offered on competing investments and general market rates of
interest. Lending activities are influenced by the demand for real estate
financing and other types of loans, which in turn is affected by the interest
rates at which such loans may be offered and other factors affecting loan demand
and funds availability.

In November 1997, the voters approved home equity lending in Texas. Beginning in
January 1998, the Association will be able to lend on the equity in homesteads
in Texas. Management is unable to determine what effect home equity lending will
have on operations.

In order to continue to meet the financial services needs of the communities it
serves, the Association intends to grow in a reasonable, prudent manner which
may include expansion of the branch network or the acquisition of other
financial institutions and related companies operating generally within a 100
mile radius of Rosenberg, Texas. As a part of this intended growth, the
Association has increased the portfolio allocation of single-family construction
lending, commercial real estate lending and consumer lending, including the
origination of speculative loans to qualified builders. Residential construction
loans to owner-occupants are generally underwritten using the same criteria as
for one- to four-family residential loans. Loan proceeds

                                       9
<PAGE>
 
                                    Item 2.

        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

are disbursed in increments as construction progresses and inspections warrant.
Two additional branch offices were added during fiscal 1997 which management
believes has resulted in the expansion of the Association's core deposit base.

Loan servicing has been one of the stable income providers for the Association
and will continue to be expanded, to the extent possible, through the retention
of servicing for loans originated and sold into the secondary market, as well as
through the purchase of mortgage servicing rights, to the extent deemed
appropriate (and subject to market conditions at the time). At September 30,
1997, the Association had loans serviced for others of approximately $276
million and Mitchell Mortgage Company, L.L.C. ("Mitchell") had loans serviced
for others of approximately $572 million for a total of $848 million of loans
serviced for others for the Holding Corp. Management believes purchases of loan
servicing rights may allow the Holding Corp. to take advantage of some economies
of scale related to servicing.

Interest rates have moderated slightly subsequent to the fiscal year ended March
31, 1997. The impact of these changes may be a higher volume of permanent single
family lending activity. It is difficult to determine the impact of changing
interest rates on the net interest margin. The Association's one year interest
sensitivity gap was positive 17.59% at June 30, 1997 (the most current
information available). A positive gap indicates there are more interest-earning
assets repricing during a stated period than interest-bearing liabilities,
potentially resulting in an increase in the spread on such assets and
liabilities in a rising rate environment and a decrease in the spread in a
declining rate environment. A negative gap would have the opposite effect.

At September 30, 1997, the Holding Corp. had unrealized gains and losses in its
investment securities and mortgage-backed securities which are being held to
maturity. The Holding Corp. has both the intent and ability to hold these
securities until maturity. Management believes the Holding Corp. will be able to
collect all amounts due according to the contractual terms of the debt
securities and is not aware of any information that would indicate the inability
of any issuer of such securities to make contractual payments in a timely
manner. Therefore, management believes that none of the unrealized losses should
be considered other than temporary.

Most of the mortgage-backed securities are agency securities and are either
guaranteed by the full faith and credit of the United States Government (GNMA)
or are insured by a Government Sponsored Enterprise (FNMA or FHLMC). Private
issue mortgage-backed securities consist of the "A" piece of "A-B" structured
securities where the "B" piece is subordinate to the "A" piece and which were
initially rated one of the two highest categories by one or several of the
rating agencies. These securities have pool insurance and/or reserve funds in
addition to the subordination of the "B" piece. Collateral for these securities
is whole mortgage loans. None of these securities are considered "high risk" as
defined by the Office of Thrift Supervision and none have failed to pass the
Federal Financial Institution Examination Council (FFIEC) mandatory test for
"high risk" securities. The Association does not invest in "high risk"
securities.

                                       10
<PAGE>
 
                                    Item 2.

        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

The management of the investment portfolio is not designed to be the primary
source of funds for the Association's operations. Rather, it is viewed as a use
of funds generated by the Association to be invested in interest-earning assets
to be held to maturity. Cash flow mismatches between sources and uses of funds
should not require any of the securities to be liquidated. While cash flows from
the securities vary depending on the prepayment speeds associated with each
particular security, the variance in the prepayment speeds does not impact the
over-all cash flow requirements of the Association since the Association has the
ability to borrow funds from the Federal Home Loan Bank of Dallas. As of
September 30, 1997, the Association had the ability to borrow up to an
additional $155 million from the Federal Home Loan Bank of Dallas if cash flow
requirements cannot be met by attracting deposits from its customer base (its
primary source of funds) or from repayment of loans and other sources.

The following schedule provides detail of the investment securities and the
mortgage-backed securities portfolio which are held to maturity, along with the
related unrealized gains and losses, at September 30, 1997 and March 31, 1997.

                                       11
<PAGE>
 
SCHEDULE OF INVESTMENT AND MORTGAGE-BACKED SECURITIES
HELD TO MATURITY

<TABLE> 
<CAPTION> 
                                             SEPTEMBER 30, 1997                               MARCH 31, 1997                       
                           -------------------------------------------------   ----------------------------------------------------
                                                            UNREALIZED                                           UNREALIZED        
TYPE OF SECURITY             BOOK          MARKET    -----------------------     BOOK          MARKET     -------------------------
                             VALUE         VALUE       GAINS       LOSSES        VALUE         VALUE        GAINS         LOSSES   
                           -----------  -----------  ----------  -----------   -----------  -----------   ----------    ----------- 
<S>                        <C>          <C>          <C>          <C>          <C>          <C>             <C>         <C> 
INVESTMENT SECURITIES:                                                                                                             
U.S. Treasury Notes        $   997,776  $ 1,004,060  $    6,284   $            $   999,218  $   999,766     $    548    $          
World Bank Bond & FHLB                                                                                                             
  Debentures                 5,246,538    4,942,204      11,291    315,625       7,240,703    6,917,342        4,920       328,281 
FNMA & FHLMC Debentures      3,993,416    3,903,332       5,725     95,809       2,994,842    2,872,332                    122,510 
                           -----------  -----------  ----------   --------     -----------  -----------     --------    ---------- 
    Total held to                                                                                                                  
      maturity             $10,237,730  $ 9,849,596  $   23,300   $411,434     $11,234,763  $10,789,440     $  5,468    $  450,791 
                           ===========  ===========  ==========   ========     ===========  ===========     ========    ========== 
MORTGAGE-BACKED                                                                                                                    
  SECURITIES:                                                                                                                      
FNMA                                                                                                                               
  Fixed                    $ 9,008,228  $ 9,395,415  $  394,251   $  7,064     $ 9,646,216  $ 9,933,315     $322,154    $   35,055 
  Adjustable                13,150,049   13,063,822      79,442    165,669      14,146,181   14,002,041       77,136       221,276 
                                                                                                                                   
FHLMC                                                                                                                              
  Fixed                      4,608,582    4,720,928     119,703      7,357       5,564,950    5,624,926       81,704        21,728 
  Adjustable                14,325,234   14,225,568     102,963    202,629      15,339,418   15,171,045      107,024       275,397 
                                                                                                                                   
GNMA                                                                                                                               
  Fixed                      2,219,537    2,334,960     115,423                  2,378,421    2,462,218       83,797               
  Adjustable                 6,060,493    6,181,024     120,531                  6,709,957    6,795,714       90,650         4,893 
                                                                                                                                   
Private Issue                                                                                                                      
  Adjustable                 3,483,063    3,468,358       8,489     23,194       3,858,558    3,842,010        9,025        25,573 
                                                                                                                                   
CMO                                                                                                                                
  Fixed                                                                                                                            
    FNMA                    11,666,203   11,599,428      22,922     89,697      11,898,545   11,768,345       10,269       140,469 
    FHLMC                   10,404,338   10,406,998      35,315     32,655      11,258,437   11,147,713       23,595       134,319 
    Private                  3,367,154    3,410,106      45,034      2,082       3,796,851    3,819,229       26,276         3,898 
  Adjustable                                                                                                                       
    FNMA                     2,934,928    2,805,069      10,976    140,835       2,934,718    2,828,209        1,391       107,900 
    FHLMC                    6,694,066    6,435,452      17,533    276,147       6,826,509    6,604,949       20,569       242,129 
    Private                  2,555,108    2,518,772                 36,336       2,725,740    2,684,716                     41,024 
                           -----------  -----------  ----------   --------     -----------  -----------     --------    ---------- 
    Total held to                                                                                                                  
      maturity             $90,476,983  $90,565,900  $1,072,582   $983,665     $97,084,501  $96,684,430     $853,590    $1,253,661 
                           ===========  ===========  ==========   ========     ===========  ===========     ========    ==========  
</TABLE> 

                                      12
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

FORWARD-LOOKING STATEMENTS

When used in this Form 10-QSB, the words or phrases "will likely result", "are
expected to", "will continue", "is anticipated", "estimate", "project" or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Holding Corp.'s market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Holding Corp.'s market area and competition, that could cause actual results to
differ materially from historical earnings and those presently anticipated or
projected. The Holding Corp. wishes to caution readers not to place undue
reliance on any such forward-looking statements, which speak only as of the date
made. The Holding Corp. wishes to advise readers that the factors listed above
could affect the Holding Corp.'s financial performance and could cause the
Holding Corp.'s actual results for future periods to differ materially from any
opinions or statements expressed with respect to future periods in any current
statements.

The Holding Corp. does not undertake - and specifically disclaims any 
obligation - to publicly release the results of any revisions which may be made
to any forward-looking statements to reflect events or circumstances after the
date of such statements or to reflect the occurrence of anticipated or
unanticipated events.

RESULTS OF OPERATIONS

         Comparison of Three Months ended September 30, 1997 and 1996

The Holding Corp. had net income of $503,000 or $0.29 primary earnings per share
and $0.24 fully diluted earnings per share for the three months ended September
30, 1997 compared to a net loss of $579,000 or ($0.34) primary and fully diluted
loss per share for the same period in fiscal 1997.

Net interest income, before provision for loan losses, increased $655,000 to
$2.4 million during the three months ended September 30, 1997. Interest income
increased $963,000 to $5.5 million and primarily reflected a $49.5 million
increase in the average balance of interest-earning assets, and an increase of
 .03% in the average yield on interest-earning assets to 7.60% for the three
months September 30, 1997 compared to 7.57% for the three months ended September
30, 1996. The increase in average yield reflected the reinvestment of principal
repayments on mortgage-backed securities with an average rate of 6.62% into
portfolio loans with an average rate of 8.98%. An increase of $40.9 million in
the average balance of loans receivable and $22.3 million in investments,
partially offset by a decrease of $13.6 million in mortgage-backed securities,
contributed to the increase in interest-earning assets. The increase in the
average loan balance reflected approximately $24 million from the Mitchell loan
portfolio, of which $15.6 million were construction loans. The remaining
increase reflected the increase in the Association's portfolio including loans
acquired through the August, 1996 acquisition of FirstBanc which initially added
approximately $20 million.

                                       13
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

Interest expense increased $308,000 and primarily reflected an increase of $27.4
million in the average balance of interest-bearing liabilities. Average deposits
increased $27.6 million reflecting the acquisition of FirstBanc and average
borrowings decreased $263,000 primarily reflecting a decrease in the ESOP loan
and subordinated debt of $136,000 and $77,000, respectively. The average rate
paid on interest-bearing liabilities decreased to 4.88% for the three months
ended September 30, 1997 compared to 4.92% for the three months ended September
30, 1996. The cause of this decrease is two-fold: (1) interest rates have
declined at September 30, 1997 when compared to rates at September 30, 1996; and
(2) the average cost of deposits at FirstBanc was 34 basis points lower than the
Association's average cost of deposits.

Management determines the amount of the allowance for loan losses which covers
specific loans as well as estimated losses inherent in the loan portfolio. The
level of the allowance is based on such factors as the amount of non-performing
assets, historical loss experience, regulatory policies, general economic
conditions, the estimated fair value of the underlying collateral and other
factors related to the collectibility of the loans. The allowance for loan
losses at September 30, 1997 was $1,619,000 or 90% of total non-performing
assets. Management reviews the asset quality of the loan portfolio on a
quarterly basis.

Non-interest income increased $918,000 to $1.5 million for the three months
ended September 30, 1997 compared to $615,000 for the same period in fiscal
1997. The increase was primarily due to an increase in loan fees and charges of
$622,000 to $754,000 which reflected $573,000 of fees included from Mitchell and
an increase of $46,000 in loan and appraisal fees of the Association for the
three months ended September 30, 1997. Loan servicing income increased $164,000
to $275,000 for the three months ended September 30, 1997 compared to $111,000
for the same period in fiscal 1997. This increase primarily reflects an increase
of $609 million in loans serviced for others of which $572 million was serviced
by Mitchell. Gain on sale of loans increased $100,000 and primarily reflected
$63,000 of gains from Mitchell.

Non-interest expense decreased $172,000 to $3.1 million for the three months
ended September 30, 1997 compared to $3.2 million for the same period in fiscal
1997. This decrease is attributable to a special assessment of $1.5 million
recorded on September 30, 1996. This special assessment was levied against all
savings and loans and amounted to 65.7 basis points on deposits as of March 31,
1995. This decrease was partially offset by an increase in compensation and
benefits of $865,000 that primarily reflected additional personnel retained from
the acquisition of FirstBanc, Mitchell personnel, and normal salary increases
within the Association. Also contributing to the increase in compensation and
benefits is the appreciation in ESOP shares released from collateral on the ESOP
debt. The non-cash charge to earnings for the appreciation in shares released
under the ESOP increased $104,000 to $123,000, which represents $0.06 per
primary share outstanding, for the three months ended September 30, 1997
compared to $19,000 for the same period in fiscal 1997. The increase is
primarily attributable to the increase in FBHC's stock price during the quarter
from $14.63 at June 30, 1997 to $20.00 at September 30, 1997. Prices were
relatively stable during the same period in fiscal 1997. Office occupancy
increased $193,000 to $436,000 for the three months ended September 30, 1997
compared to $243,000 for the same period in fiscal year 1997 and primarily
reflects Mitchell's occupancy expense of $154,000 and the

                                       14
<PAGE>
 
          Management's Discussion and Analysis of Financial Condition
                           And Results Of Operations

                                   Continued

addition of FirstBanc. In addition, the Association had an increase of $12,000
in depreciation, $10,000 in rent and utilities and $12,000 in telephone expense.

Income tax provision was $269,000 for the three months ended September 30, 1997
compared to a benefit of ($321,000) for the same period in fiscal 1997. The
increase primarily reflected the increase in income before tax.

Comparison of Six Months Ended September 30, 1997 and 1996

The Holding Corp. had net income of $1.0 million or $0.59 primary earnings per
share and $0.49 fully diluted earnings per share for the six months ended
September 30, 1997 compared to a net loss of $173,000 or ($0.10) primary and
fully diluted loss per share for the same period in fiscal 1997.

Net interest income, before provision for loan losses, increased $1.3 million to
$4.8 million during the six months ended September 30, 1997, compared to the
same period in fiscal 1997. Interest income increased $2.0 million and primarily
reflected an increase of $45.7 million in the average balance of interest-
earning assets and an increase of .21% in the average yield on interest-earning
assets to 7.70% for the six months ended September 30, 1997 compared to 7.49%
for the six months ended September 30, 1996. The increase in average yield
reflected the reinvestment of principal repayments on mortgage-backed securities
with an average rate of 6.62% into portfolio loans with an average rate of
8.95%. An increase of $46.2 million in the average balance of loans receivable
and $13.2 million in investments, partially offset by a decrease of $13.6
million in mortgage-backed securities, contributed to the increase in interest-
earning assets. The increase in the average loan balance reflected approximately
$24 million from the Mitchell loan portfolio, of which $15.5 million were
construction loans. The remaining increase reflected the increase in the
Association's portfolio including loans acquired through the August, 1996
acquisition of FirstBanc which initially added approximately $20 million.

Interest expense increased approximately $663,000 and primarily reflected an
increase of $29.6 million in the average balance of interest-bearing
liabilities. Average deposits increased $30.5 million, primarily reflecting the
acquisition of FirstBanc, and average borrowings decreased $910,000 primarily
reflecting a decrease in Federal Home Loan Bank advances and the ESOP loan of
$717,000 and $120,000, respectively. The average rate paid on interest-bearing
liabilities decreased to 4.83% for the six months ended September 30, 1997
compared to 4.88% for the six months ended September 30, 1996.

Management determines the amount of the allowance for loan losses which covers
specific loans as well as estimated losses inherent in the loan portfolio. The
level of the allowance is based on such factors as the amount of non-performing
assets, historical loss experience, regulatory policies, general economic
conditions, the estimated fair value of the underlying collateral and other
factors related to the collectibility of the loans. The provision for loan
losses for the six

                                       15
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

months ended September 30, 1997 increased $10,000 as compared to the same period
in the last fiscal year, and was provided for estimated losses believed by
management to be inherent in the loan portfolio.

Non-interest income increased $1.9 million to $3.1 million for the six months
ended September 30, 1997 compared to $1.2 million for the same period in fiscal
1997. The increase was primarily due to an increase in loan fees and charges of
$1.2 million to $1.5 million which reflected $1.1 million of fees included from
Mitchell for the six months ended September 30, 1997. Loan servicing income
increased $356,000 to $572,000 for the six months ended September 30, 1997
compared to $216,000 for the same period in fiscal 1997. This increase primarily
reflected an increase of $609 million in loans serviced for others of which $572
million was serviced by Mitchell. Gain on sale of loans increased $147,000 which
reflected $98,000 of gains included from Mitchell.

Non-interest expense increased $1.2 million to $6.0 million for the six months
ended September 30, 1997 compared to $4.8 million for the same period in fiscal
1997. Compensation and benefits increased $1.8 million and primarily reflected
additional personnel retained from the acquisition of FirstBanc, Mitchell
personnel and normal salary increases within the Association. Also contributing
to the increase in compensation and benefits is the appreciation in ESOP shares
released from collateral on the ESOP debt. The non-cash charge to earnings for
the appreciation in shares released under the ESOP increased $200,000 to
$234,000, which represents $0.12 per primary share outstanding, for the six
months ended September 30, 1997 compared to $34,000 for the same period in
fiscal 1997. The increase is primarily attributable to the increase in FBHC's
stock price during the year from $12.38 at March 31, 1997 to $20.00 at September
30, 1997. Prices were relatively stable during the same period in fiscal 1997.
Office occupancy increased $453,000 to $883,000 for the six months ended
September 30, 1997 compared to $430,000 for the same period in fiscal year 1997
and primarily reflects Mitchell's occupancy expense of $296,000. In addition,
the Association experienced an increase of $70,000 in depreciation, $40,000 in
rent and utilities and $26,000 in telephone expense associated with the addition
of the new branch in Katy, Texas and the acquisition of FirstBanc. Other
expenses increased $476,000 to $1.1 million for the six months ended September
30, 1997 compared to $670,000 for the same period in fiscal 1997. The increase
was primarily due to expenses of Mitchell of $350,000, the largest of which was
credit report and appraisal fees of $103,000. Partially offsetting these
increased expenses is the one time Savings Association Insurance Fund Assessment
of $1.5 million recorded on September 30, 1996.

Income tax provision was $547,000 for the six months ended September 30, 1997
compared to a benefit of ($112,000) for the same period in fiscal 1996. The
increase primarily reflected the increase in income before tax.

                                       16
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

ASSET/LIABILITY MANAGEMENT

The Holding Corp. attempts to maximize net interest income by achieving a
positive interest rate spread that can be sustained during fluctuations in
prevailing interest rates. The Holding Corp.'s policies are designed to reduce
the impact of changes in interest rates on its net interest income by
maintaining a favorable match between the maturities or repricing dates of its
interest-earning assets and interest-bearing liabilities (interest sensitivity
gap). The Holding Corp. has implemented these policies by generally selling 
long-term fixed rate mortgage loan originations, retaining its adjustable rate
mortgage loans, originating and retaining short-term consumer loans and
purchasing adjustable rate or short-term maturity loans. As a result of these
policies, the Holding Corp.'s cumulative one year interest sensitivity gap at
June 30, 1997 (the most current information available) was a positive 17.59%.
Changes in interest rates, prepayments rates and early withdrawal levels will
affect the interest sensitivity gap of the Holding Corp.

ASSET QUALITY

The allowance for loan losses is established through a provision for loan losses
based on management's quarterly asset classification review and evaluation of
the risk inherent in its loan portfolio and changes in the nature and volume of
its loan activity.

As a result of this review process, management recorded a $15,000 provision for
loan losses during the three months ended September 30, 1997 and a $78,000
provision for the six months ended September 30, 1997. Net charge-offs for the
six months ended September 30, 1997 totaled $110,000, attributed primarily to
one commercial real estate loan, of which $62,000 was charged off and the
remainder paid off, and the charge off of one unsecured consumer loan acquired
in the FirstBanc Savings acquisition. The Association's allowance for loan
losses decreased to $1,619,000 or 1.13% of total loans at September 30, 1997,
compared to $1,701,000 or 1.22% of total loans at March 31, 1997. While
management believes it uses the best information available to make
determinations regarding the adequacy of the allowance, there is no assurance
that the subsequent evaluations of the loan portfolio may not require additional
provisions for loan losses.

                                       17
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

The non-performing assets to total assets ratio is one indicator of the exposure
to credit risk. Non-performing assets of the Association consist of non-accruing
loans, troubled debt restructurings, and real estate which was acquired as a
result of foreclosure. The following table summarizes the various categories of
the Holding Corp.'s non-performing assets.

                                     September 30, 1997      March 31, 1997 
                                     ------------------      --------------
  Non-accruing loans                      $1,205,664          $  489,251 
  Troubled debt restructurings               559,334             405,097 
  Foreclosed assets                           34,740             357,880 
                                          ----------          ----------
  Total non-performing assets             $1,799,738          $1,252,228 
                                          ==========          ==========
     Total non-performing assets 
       as a percentage  of total 
       assets                                   0.56%               0.42% 


Total non-performing assets increased $548,000 for the six months ended
September 30, 1997. The increase in nonaccrual loans is primarily the result of
a $957,000 increase in residential loans over 90 days delinquent, of which
$252,000 are two loans held by Mitchell Mortgage with the remainder consisting
of Fort Bend Federal loans, the largest of which totals $346,000. This increase
was partially offset by the transfer of a $275,000 commercial real estate loan
from non-accrual to troubled debt restructurings. A specific reserve of $111,000
was set up against this loan balance at the date of the transfer. The decrease
in foreclosed assets was primarily the result of the sale of a single family
residence and a commercial real estate property, which totaled $323,000.

At September 30, 1997, foreclosed assets consisted of a repossessed automobile
and a 5% participation in 26 residential lots. All of the lots and the
automobile are being marketed for sale.

LIQUIDITY AND CAPITAL RESOURCES:

The Association's primary sources of funds are deposits, sales of mortgage
loans, principal and interest payments on loans and mortgage-backed securities,
borrowings and funds provided by operations. While scheduled loan and mortgage-
backed securities principal repayments are a relatively predictable source of
funds, deposit flows, prepayments of loan and mortgage-backed securities
principal, and sales of mortgage loans are greatly influenced by general
interest rates, economic conditions, and competition. Current Office of Thrift
Supervision ("OTS") regulations require the Association to maintain cash and
eligible investments in an amount equal to at least 5% of customer accounts and
short-term borrowings to assure its ability to meet demands for withdrawals and
repayment of short-term borrowings. As of September 30, 1997, the Association's
liquidity ratio was 20.08%, which was in excess of the minimum regulatory
requirements.

                                       18
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

During the six months ended September 30, 1997, total deposits increased
approximately $18.9 million. The increase primarily reflects a $9.9 million
increase in escrow deposits of Mitchell Mortgage. In addition, the Association
added two branches in fiscal 1997 that have contributed to the expansion of the
Association's core deposit base. Escrow deposits will be paid out over the next
quarter ending December 31, 1997.

The Association uses its capital resources principally to meet its ongoing
commitments to fund maturing certificates of deposit and loan commitments,
maintain its liquidity and meet operating expenses. At September 30, 1997, the
Association had commitments to originate loans totaling $14.2 million. The
Association considers its liquidity and capital resources to be adequate to meet
its foreseeable short- and long-term needs. The Association expects to be able
to fund or refinance, on a timely basis, its material commitments and long-term
liabilities.

During the six months ended September 30, 1997, the borrowings from the Federal
Home Loan Bank of Dallas decreased $26,000 and ESOP debt decreased $91,000. It
is anticipated that the amount of outstanding borrowings will fluctuate during
the 1998 fiscal year depending upon cash flows from the various sources of funds
and financing to be provided to Mitchell Mortgage Company, L.L.C.

On October 16, 1997, the Holding Corp. declared a cash dividend of $0.10 per
share payable on November 26, 1997 to the shareholders of record on November 6,
1997.

The Association is required to maintain specific amounts of regulatory capital
pursuant to regulations of the OTS. As of June 5, 1997, the Association was
notified by the OTS that based on its reported capital position, the Association
is considered to be "well capitalized" in accordance with the Prompt Corrective
Action provision of Section 38 of the Federal Deposit Insurance Act. The table
below presents the Association's capital position at September 30, 1997 relative
to the existing regulatory capital requirements. Such requirements may increase
if proposed capital regulations are implemented. Management believes the
Association will meet the requirements of the proposed capital regulations.

                                          Amount          Percent of
                                          (000's)          Assets(1)
                                          -------         ----------
          Tangible capital                $21,253            6.7% 
          Tangible capital requirement      4,739            1.5       
                                          -------           ----
                  Excess                  $16,514            5.2% 
                                          =======           ====
          Core capital                    $21,253            6.7% 
          Capital requirement              12,666            4.0      
                                          -------           ----
                  Excess                  $ 8,587            2.7% 
                                          =======           ====
          Total capital (i.e., core 
            & supplemental capital)       $22,621           14.8% 
          Risk-based capital 
            requirement                    12,202            8.0      
                                          -------           ----
                 Excess                   $10,419            6.8% 
                                          =======           ====

(1)  Based upon adjusted assets for purposes of the tangible capital and core
     capital requirements, and risk-weighted assets for purposes of the risk-
     based capital requirement.

                                       19
<PAGE>
 
        Management's Discussion and Analysis of Financial Condition And
                             Results Of Operations

                                   Continued

IMPACT OF NEW ACCOUNTING STANDARDS

In February 1997, the Financial Accounting Standards Board issued Statement No.
128, "Earnings per Share." Statement 128 is effective for both interim and
annual periods ending after December 15, 1997, and replaces the presentation of
primary and fully diluted earnings per share with a presentation of basic and
diluted earnings per share.

In February 1997, the Financial Accounting Standards Board issued Statement No.
129, "Disclosure of Information about Capital Structure." Statement 129 is
effective for financial statements for periods ending after December 15, 1997.
Statement 129 consolidates the existing requirements to disclose certain
information about an entity's capital structure.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Accounting for Comprehensive Income." Statement 130 is effective for financial
statements for fiscal years beginning after December 15, 1997, with earlier
application permitted. Statement 130 defines comprehensive income as the change
in equity of a business enterprise during a period from transactions and other
events and circumstances from nonowner sources.

In June 1997, the Financial Accounting Standards Board issued SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information." Statement
131 is effective for fiscal years beginning after December 15, 1997, with
earlier application encouraged. Statement 131 specifies revised guidelines for
determining an entity's operating segments and the type and level of financial
information to be disclosed.

The adoption of these statements is not expected to have a material impact on
financial conditions, results of operations or cash flows reported by the
Holding Corp. The Holding Corp. does not anticipate early adoption of any of
these new accounting standards.

                                       20
<PAGE>
 
                          PART II - OTHER INFORMATION

Item 1. - LEGAL PROCEEDINGS

There are no material legal proceedings to which the Holding Corp. or the
Association is a party or of which any of their property is subject. From time-
to-time, the Association is a party to various legal proceedings incident to its
business.

Item 2. - CHANGES IN SECURITIES

        None

Item 3. - DEFAULTS UPON SENIOR SECURITIES

        None

Item 4. - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        None

Item 5. - OTHER INFORMATION

        None

Item 6. - EXHIBITS AND REPORTS ON FORM 8-K

        (a)     Exhibits

                Exhibit 11 - Computation of earnings per share (attached)

                Exhibit 27 - Financial Data Schedule (attached)


        (b)     Reports on Form 8-K

        Fort Bend Holding Corp. filed the following Forms 8-K during the three
months ended September 30, 1997.

        July 29, 1997 - The registrant issued an earnings release announcing the
declaration of a cash dividend and earnings for the quarter ended June 30, 1997.

        August 1, 1997 - The registrant issued a press release announcing the
results of the Annual Meeting.

        August 22, 1997 - The registrant issued a press release declaring a  
2-for-1 stock split in the form of a 100% stock dividend.

                                       21
<PAGE>
 
                                  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.


                                        FORT BEND HOLDING CORP. 
                                        Registrant 

        
Date: November  12, 1997                /s/ Lane Ward
                                        ------------------------------------
                                        Lane Ward 
                                        Vice Chairman, President and Chief 
                                         Executive Officer 


Date: November 12, 1997                 /s/ David D. Rinehart
                                        ------------------------------------
                                        David D. Rinehart 
                                        Executive Vice President and Chief 
                                         Financial Officer 

                                       22