<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 JUNE 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                                   (713) 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 915,389 shares and 827,215 shares of Common Stock ($0.01 par value)
issued and outstanding, respectively as of July 24, 1997.

                                    1 of 21
<PAGE>
 
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                   FORT BEND HOLDING CORP.
                                   CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL CONDITION
                                                         (UNAUDITED)
 
                                       ASSETS                                              JUNE 30, 1997      MARCH 31, 1997
<S>                                                                                      <C>                <C>
Cash and due from banks                                                                  $     8,462,218    $      6,369,675
Short-term investments                                                                        18,959,712          14,220,516
Certificates of deposit                                                                          200,000             200,000
                                                                                         ---------------    ----------------
 
     TOTAL CASH AND CASH EQUIVALENTS                                                          27,621,930          20,790,191
 
Investment securities available for sale, at market value                                      2,852,946           2,810,270
Investment securities held to maturity (estimated market value of $12,851,420
  and $10,789,440 at June 30, 1997 and March 31, 1997, respectively)                          13,230,674          11,234,763
Mortgage-backed securities available for sale, at market value                                   512,068             520,869
Mortgage-backed securities held to maturity (estimated  market value of  $93,611,639
  and $96,684,430 at June 30, 1997 and March 31,1997, respectively)                           93,839,235          97,084,501
Loans receivable, net                                                                        145,478,428         138,227,705
Loans held for sale                                                                           14,896,120           2,660,415
Accrued interest receivable                                                                    2,020,060           1,816,415
Real estate, net                                                                                  33,721             470,996
Federal Home Loan Bank stock, at cost                                                          1,443,100           1,933,000
Premises and equipment, net                                                                    4,878,196           4,970,011
Mortgage servicing rights, net                                                                 7,301,028           7,537,571
Prepaid expenses and other assets                                                              2,931,684           3,369,505
Deferred income taxes                                                                            311,872             305,961
Goodwill, net                                                                                  1,317,286           1,347,925
                                                                                         ---------------    ----------------
     TOTAL ASSETS                                                                        $   318,668,348    $    295,080,098
                                                                                         ===============    ================
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
Liabilities:
Deposits                                                                                 $   268,578,249    $    250,218,152
Convertible Subordinated Debentures                                                           12,030,000          12,080,000
Other borrowings                                                                               6,122,194           4,226,676
Advances from borrowers for taxes and insurance                                                7,528,765           4,750,945
Accounts payable, accrued expenses and other liabilities                                       2,654,927           2,868,177
                                                                                         ---------------    ----------------
     TOTAL LIABILITIES                                                                       296,914,135         274,143,950
                                                                                         ---------------    ----------------
Minority interest in consolidated subsidiary                                                   2,538,585           2,508,214
                                                                                         ---------------    ----------------
 
Stockholders' Equity:
Serial preferred stock, $.01 par value - 500,000 shares authorized,
   none outstanding
Common Stock $.01 par value, 2,000,000 shares authorized
   915,389 shares issued and 827,215 shares outstanding at
   June 30, 1997, and 910,475 shares issued and 822,301
   shares outstanding at March 31, 1997                                                            9,154               9,105
Additional paid-in capital                                                                     8,980,347           8,704,986
Unearned employee stock ownership plan shares                                                   (215,442)           (307,125)
Deferred compensation                                                                           (129,305)            (82,324)
Net unrealized depreciation on available for sale securities, net of tax                            (119)             (6,107)
Retained earnings (substantially restricted)                                                  12,027,494          11,565,900
Treasury stock, at cost - 88,174 shares                                                       (1,456,501)         (1,456,501)
                                                                                         ---------------    ----------------
     TOTAL STOCKHOLDERS' EQUITY                                                               19,215,628          18,427,934
                                                                                         ---------------    ----------------
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                       $   318,668,348    $    295,080,098
                                                                                         ===============    ================

                  The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE> 

                                       2
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                FORT BEND HOLDING CORP.
                                    CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                                              THREE MONTHS ENDED JUNE 30
                                                      (UNAUDITED)
 
                                                                                                  1997          1996
<S>                                                                                           <C>           <C> 
INTEREST INCOME:
   Loans                                                                                      $ 3,364,104   $ 2,130,689
   Short-term investments                                                                         159,007       187,395
   Investment securities                                                                          241,290       147,996
   Mortgage-backed securities                                                                   1,575,463     1,829,259
                                                                                              -----------   -----------
      TOTAL INTEREST INCOME                                                                     5,339,864     4,295,339
                                                                                              -----------   -----------
INTEREST EXPENSE:
   Deposits                                                                                     2,668,028     2,320,151
   Borrowings                                                                                     337,047       330,050
                                                                                              -----------   -----------
      TOTAL INTEREST EXPENSE                                                                    3,005,075     2,650,201
                                                                                              -----------   -----------
      NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES                                      2,334,789     1,645,138
 
PROVISION FOR LOAN LOSSES                                                                          62,980        25,000
                                                                                              -----------   -----------
      NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                                       2,271,809     1,620,138
                                                                                              -----------   -----------
 
NONINTEREST INCOME:
   Gain on sale of  loans                                                                          97,340        49,949
   Loan fees & charges                                                                            727,540       113,418
   Loan servicing income - net                                                                    297,451       105,381
   Service charges on deposit account                                                             209,877       154,492
   Other income                                                                                   188,742       124,646
                                                                                              -----------   -----------
      TOTAL NONINTEREST INCOME                                                                  1,520,950       547,886
                                                                                              -----------   -----------
NONINTEREST EXPENSES:
   Compensation and benefits                                                                    1,749,328       831,871
   Office occupancy and equipment                                                                 446,580       187,020
   Federal insurance premiums                                                                      39,912       124,282
   Data processing fees                                                                           125,775        46,067
   Insurance and surety bond expense                                                               36,867        33,616
   Other                                                                                          517,245       330,449
                                                                                              -----------   -----------
      TOTAL NONINTEREST EXPENSES                                                                2,915,707     1,553,305
 
   INCOME  BEFORE INCOME TAX AND MINORITY INTEREST                                                877,052       614,719
 
INCOME TAX PROVISION                                                                              278,343       209,000
                                                                                              -----------   -----------
NET INCOME BEFORE MINORITY INTEREST                                                               598,709       405,719
 
MINORITY INTEREST                                                                                  79,371           ---
                                                                                              -----------   -----------
NET INCOME                                                                                    $   519,338   $   405,719
                                                                                              ===========   ===========
PRIMARY EARNINGS PER SHARE                                                                    $      0.60   $      0.48
                                                                                              ===========   ===========
FULLY DILUTED EARNINGS PER COMMON SHARE                                                       $      0.49   $      0.40
                                                                                              ===========   ===========
DIVIDENDS PER COMMON SHARE                                                                    $      0.07   $      0.07
                                                                                              ===========   ===========

                  The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE> 

                                       3
<PAGE>
 
<TABLE>
<CAPTION>
 
                                                  FORT BEND HOLDING CORP.
                                      CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                                        (UNAUDITED)
 
                                                                                            THREE MONTHS ENDED
                                                                                                  JUNE 30,
                                                                                        1997                       1996
<S>                                                                               <C>                         <C> 
OPERATING ACTIVITIES:                                                    
     Net income                                                                    $    519,338               $    405,719
       Adjustments to reconcile net income to net cash
         provided by (used in) operating activities:
     Provision for losses on loans and real estate                                       62,980                     25,000
     Depreciation                                                                       145,207                     51,877
     Compensation charge related to release of ESOP shares                              165,916                     33,538
     Amortization of loan premium, discount, and deferred fees, net                     (66,133)                   (61,115)
     Amortization of goodwill                                                            22,944                        ---
     Deferred income tax provision (benefit)                                             (9,840)                    32,474
     Minority interest in income of consolidated subsidiary                              79,371                        ---
     Amortization of mortgage servicing rights                                          406,717                     64,250
     Net gain on sale of loans                                                          (97,340)                   (49,949)
     Origination of loans held for sale                                             (25,431,217)                (4,113,994)
     Proceeds from sale of loans                                                     13,292,852                  4,223,200
     Other, net                                                                          46,709                    (42,954)
                                                                                ---------------              -------------
        NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                         (10,862,496)                   568,046
                                                                                ---------------              -------------
INVESTING ACTIVITIES:
      Net change in loans receivable                                               $ (7,016,540)              $ (7,747,962)
      Proceeds from sale of real estate                                                 200,000                      8,500
      Improvements to real estate                                                       (14,102)                       ---
      Purchase of premises and equipment                                                (53,392)                  (267,216)
      Proceeds from redemption of FHLB stock                                            511,700                        ---
      Purchase or origination of mortgage servicing rights                             (170,174)                  (743,901)
      Purchase of investment securities available for sale                              (32,739)                   (27,979)
      Principal collected on mortgage-backed securities                               3,243,061                  3,486,595
      Purchase of investment securities held to maturity                             (1,991,953)               (10,983,561)
                                                                                ---------------              -------------
        NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                          (5,324,139)               (16,275,524)
                                                                                ---------------              -------------
 
FINANCING ACTIVITIES:
     Net increase in deposits                                                        18,360,097                    960,866
     Net increase in short-term borrowings                                            2,000,000                  6,000,000
     Payment on long-term borrowings                                                    (12,799)                   (12,031)
     Increase in advances from borrowers for taxes and insurance                      2,777,820                  3,219,986
     Dividends paid to minority stockholder                                             (49,000)                       ---
     Dividends paid                                                                     (57,744)                   (57,344)
                                                                                   ------------              -------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                    23,018,374                 10,111,477
                                                                                   ------------              -------------
                                                                                                  
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  6,831,739                 (5,596,001)
                                                                                                  
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                     20,790,191                 17,193,662
                                                                                   ------------              -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                         $ 27,621,930              $  11,597,661
                                                                                   ============              =============

                  The accompanying notes are an integral part of the condensed consolidated financial statements.
</TABLE> 

                                       4
<PAGE>
 
                         FINANCIAL STATEMENTS, CONTINUED
                        --------------------------------

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (UNAUDITED)
                               ---------------- 
                                        
1.   BASIS OF PRESENTATION
 
     The unaudited information for the three months ended June 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").  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.   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 2,600 shares were granted
     under the RRP.  A total of 26,325 shares have been authorized of which
     24,452 shares had been granted under the RRP as of June 30, 1997.

3.   NON-PERFORMING ASSETS

     Impaired loans decreased $1,000 during the three months ended June 30,
     1997.  The decline resulted from 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 $310,000 for the
     quarter ended June 30, 1997, which primarily reflects the sale of a
     single family house and a commercial property.

                                       5
<PAGE>
 
                        FINANCIAL STATEMENTS, CONTINUED
                        -------------------------------
 
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)
                               -----------------
                                        

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

<TABLE>
<S>                                                               <C>
Impaired loans                                                    $806,038
Impaired loans which have a specific reserve of $111,300           
 for loan losses calculated under SFAS 114                         275,300
Impaired loans which do not have a specific                        
 reserve for loan losses calculated under                          
 SFAS 114                                                         $530,738
</TABLE>


4.   CONVERTIBLE SUBORDINATED DEBENTURES AND OTHER BORROWINGS

     Borrowings at June 30, 1997 included a $4.0 million advance from the
     Federal Home Loan Bank 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
     $3,906,752 at June 30, 1997.  In addition, the Association had a $2.0
     million short-term advance which was repaid July 2, 1997.  Borrowings
     also included an ESOP loan with a balance of $215,442 at June 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:

<TABLE>
<CAPTION>
               FHLB Advances             ESOP Loan
            ----------------         -------------
<S>               <C>                      <C>
1998              $   39,607               $43,875
1999                  55,752                87,750
2000                  59,312                83,817
2001               3,752,081
</TABLE>


     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
     46.296 shares of common stock for each $1,000 of principal or $21.60 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 acquisition of 559,255 shares.

                                       6
<PAGE>
 
                        FINANCIAL STATEMENTS, CONTINUED
                        -------------------------------

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED
                                  (UNAUDITED)
                               -----------------


5.   EARNINGS PER COMMON SHARE

     Primary earnings per common share for the three months ended June 30, 1997
     have been computed based on net income divided by the weighted average
     number of common shares and common share equivalents outstanding during the
     period. When dilutive, 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 months ended June 30, 1997 was
     866,177 shares. For fully-diluted earnings per share the weighted average
     number of common shares and common share equivalents outstanding was
     1,423,118 for the three months ended June 30, 1997.


6.   SUBSEQUENT EVENTS

     On July 23, 1997, the Holding Corp. declared a cash dividend of $.10
     per share payable on September 3, 1997 to shareholders of record on
     August 13, 1997.

                                       7
<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.  In January, 1997 the Association
     acquired, and has consolidated in its financial statements, a 51% interest
     in Mitchell Mortgage Company, L.L.C. ("Mitchell").  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 June 30, 1997, it had no significant assets other than the
     investment in the capital stock of the Association, investment securities,
     deferred charges from subordinated debenture issue and cash and cash
     equivalents.  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 emphasis on construction and multifamily lending.

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

                                       8
<PAGE>
 
                                    ITEM 2.
                                    -------

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------
                                        
                                   CONTINUED
                                   ---------


     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 June 30, 1997, the Association had loans serviced for
     others of approximately $286 million and Mitchell Mortgage Company, L.L.C.
     ("Mitchell") had approximately $598 million for a total of $884 million 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.   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.  A negative gap would have the
     opposite effect.

     At June 30, 1997, the Holding Corp. had unrealized gains and losses in its
     investment securities and mortgage-backed securities portfolio 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 does not believe these losses are other than temporary and will
     not be realized, and should not be recognized in the financial statements.

     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.

     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

                                       9
<PAGE>
 
                                    ITEM 2.
                                    -------

   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------
                                        
                                   CONTINUED
                                   ---------


     sources and uses of funds should not require any of the securities to be
     liquidated.  While cash flows from the securities varies 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 June 30, 1997, the
     Association had the ability to borrow up to an additional $150 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.

                                       10
<PAGE>
 
<TABLE>
<CAPTION>
SCHEDULE OF INVESTMENT AND MORTGAGE-BACKED SECURITIES
HELD TO MATURITY

                                                         JUNE 30, 1997                     
                                    ------------------------------------------------------ 
                                                                          UNREALIZED       
                                        BOOK          MARKET       ----------------------- 
TYPE OF SECURITY                       VALUE          VALUE          GAINS       LOSSES   
                                    ------------   ------------    ---------   ----------- 
<S>                                 <C>            <C>             <C>         <C> 
INVESTMENT SECURITIES:                                                                     
                                                                                           
U.S. Treasury Notes                 $  1,997,213   $  2,004,216    $   7,003   $           
World Bank Bond &                                                                          
   FHLB Debentures                     7,241,944      6,943,783       17,464       315,625 
FNMA & FHLMC Debentures                3,991,517      3,903,421        6,372        94,468 
                                    ------------   ------------    ---------   ----------- 
         TOTAL HELD TO MATURITY     $ 13,230,674   $ 12,851,420    $  30,839   $   410,093 
                                    ============   ============    =========   =========== 
                                                                                           
MORTGAGE-BACKED SECURITIES:                                                                
                                                                                           
FNMA                                                                                       
   Fixed                            $  9,386,105   $  9,729,555    $ 359,007   $    15,557 
   Adjustable                         13,485,002     13,347,301       69,076       206,777 
                                                                                           
FHLMC                                                                                      
    Fixed                              5,277,629      5,360,472       95,899        13,056 
    Adjustable                        14,832,823     14,683,436      107,257       256,644 
                                                                                           
GNMA                                                                                       
     Fixed                             2,293,620      2,394,161      100,541               
     Adjustable                        6,385,032      6,511,289      126,257               
                                                                                           
Private Issue                                                                              
     Fixed                                                                                 
     Adjustable                        3,626,423      3,611,534        9,316        24,205 
                                                                                           
CMO                                                                                        
     Fixed                                                                                 
        FNMA                          11,800,696     11,689,802       12,672       123,566 
        FHLMC                         10,842,845     10,780,771       19,716        81,790 
        Private                        3,579,710      3,609,816       33,721         3,615 
    Adjustable                                                                             
        FNMA                           2,934,820      2,816,653       26,718       144,885 
        FHLMC                          6,759,323      6,511,103       19,286       267,506 
        Private                        2,635,207      2,565,746                     69,461 
                                    ------------   ------------    ---------   ----------- 
         TOTAL HELD TO MATURITY     $ 93,839,235   $ 93,611,639    $ 979,466   $ 1,207,062 
                                    ============   ============    =========   =========== 
</TABLE>

<TABLE>
<CAPTION>
                                                        MARCH 31, 1997
                                  -------------------------------------------------------------
                                                                                UNREALIZED
                                      BOOK             MARKET           -----------------------
TYPE OF SECURITY                      VALUE             VALUE              GAINS       LOSSES
                                  ------------      ------------        ---------   -----------
<S>                               <C>               <C>                 <C>         <C> 
INVESTMENT SECURITIES:            
                                  
U.S. Treasury Notes               $    999,218      $    999,766        $     548   $
World Bank Bond &                 
   FHLB Debentures                   7,240,703         6,917,342            4,920       328,281
FNMA & FHLMC Debentures              2,994,842         2,872,332                        122,510
                                  ------------      ------------        ---------   -----------
         TOTAL HELD TO MATURITY   $ 11,234,763      $ 10,789,440        $   5,468   $   450,791
                                  ============      ============        =========   ===========
                                  
MORTGAGE-BACKED SECURITIES:       
                                  
FNMA                              
   Fixed                          $  9,646,216      $  9,933,315        $ 322,154   $    35,055
   Adjustable                       14,146,181        14,002,041           77,136       221,276
                                  
FHLMC                             
    Fixed                            5,564,950         5,624,926           81,704        21,728
    Adjustable                      15,339,418        15,171,045          107,024       275,397
                                  
GNMA                              
     Fixed                           2,378,421         2,462,218           83,797
     Adjustable                      6,709,957         6,795,714           90,650         4,893
                                  
Private Issue                     
     Fixed                        
     Adjustable                      3,858,558         3,842,010            9,025        25,573
                                  
CMO                               
     Fixed                        
        FNMA                        11,898,545        11,768,345           10,269       140,469
        FHLMC                       11,258,437        11,147,713           23,595       134,319
        Private                      3,796,851         3,819,229           26,276         3,898
    Adjustable                    
        FNMA                         2,934,718         2,828,209            1,391       107,900
        FHLMC                        6,826,509         6,604,949           20,569       242,129
        Private                      2,725,740         2,684,716                         41,024
                                  ------------      ------------        ---------   -----------
        TOTAL HELD TO MATURITY    $ 97,084,501      $ 96,684,430        $ 853,590   $ 1,253,661
                                  ============      ============        =========   ===========
</TABLE>

                                       11
<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 JUNE 30, 1997 AND 1996

     The Holding Corp. had net income of $519,000 or $.60 primary earnings per
     share and $.49 fully diluted earnings per share for the three months ended
     June 30, 1997 compared to net income of $406,000 or $.48 primary earnings
     per share and $.40 fully diluted earnings per share for the same period in
     fiscal 1997.

     Net interest income, before provision for loan losses, increased $690,000
     to $2.3 million during the three months ended June 30, 1997.  Interest
     income increased $1.0 million to $5.3 million and primarily reflected a
     $41.8 million increase in the average balance of interest-earning assets,
     and an increase of .40% in the average yield on interest-earning assets to
     7.77% for the three months June 30, 1997 compared to 7.37% for the three
     months ended June 30, 1996.  The increase in average yield reflected the
     reinvestment of principal repayments on mortgage-backed securities with an
     average rate of 6.61% into portfolio loans with an average rate of 8.91%.
     An increase of $51.5 million in the average balance of loans receivable and
     $4.0 million in investments, partially offset by a decrease of $13.7
     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.  The
     remaining increase reflected the increase in the Association's portfolio
     including loans acquired through the August, 1996 acquisition of Firstbanc
     which initially added approximatelly $20 million.

                                       12
<PAGE>
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------

                                   CONTINUED
                                   ---------

     Interest expense increased $355,000 and primarily reflected an increase of
     $31.8 million in the average interest-bearing liabilities.  Average
     deposits increased $33.4 million reflecting the acquisition of FirstBanc,
     and average borrowings decreased $1.6 million primarily reflecting a
     decrease in Federal Home Loan Bank advances and subordinated debt of $1.4
     million and $70,000, respectively.  The average rate paid on interest-
     bearing liabilities decreased to 4.79% for the three months ended June 30,
     1997 compared to 4.83% for the three months ended June 30, 1996.

     Non-interest income increased $973,000 to $1.5 million for the three months
     ended June 30, 1997 compared to $548,000 for the same period in fiscal
     1997.  The increase was primarily due to an increase in loan fees and
     charges of $614,000 to $728,000 which reflected $567,000 of fees included
     from Mitchell and an increase of $37,000 in construction loan fees of the
     Association for the three months ended June 30, 1997.  Loan servicing
     income increased $192,000 to $297,000 for the three months ended June 30,
     1997 compared to $105,000 for the same period in fiscal 1997.  This
     increase primarily reflects an increase of $642 million in loans serviced
     for others of which $598 million was serviced by Mitchell.  Other income
     increased $64,000 and primarily reflected other income from Mitchell.

     Non-interest expense increased $1.4 million to $2.9 million for the three
     months ended June 30, 1997 compared to $1.6 million for the same period in
     fiscal 1997.  Compensation and benefits increased $917,000 and primarily
     reflected additional personnel retained from the acquisition of FirstBanc,
     Mitchell personnel, ESOP appreciation in shares released and normal salary
     increases within the Association.  Office occupancy increased $260,000 to
     $447,000 for the three months ended June 30, 1997 compared to $187,000 for
     the same period in fiscal year 1997 and primarily reflects the
     Association's increase of $68,000 in depreciation, $30,000 in rent and
     utilities and $13,000 in telephone expense.   In addition, Mitchell had
     occupancy expense of $142,000.  Most of the Association's increase in
     occupancy cost is associated with the addition of the new branch in Katy,
     Texas and the acquisition of FirstBanc.

     Income tax provision increased $69,000 to $278,000 for the three months
     ended June 30, 1997 compared to $209,000 for the same period in fiscal
     1997.  The increase primarily reflected the increase in income before tax.

     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,  mortgage-backed securities, collateralized mortgage
     obligations and investment  securities.    As a  result  of these policies,
     the  Holding  Corp.'s   cumulative  one   year   interest   sensitivity gap
     at  June 30, 1997, was a

                                       13
<PAGE>
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------

                                   CONTINUED
                                   ---------

     positive 17.59%.  As interest rates, prepayments and early withdrawal
     levels change,  however,  the resulting interest sensitivity gap is
     expected to be affected.

     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 $63,000 provision
     for loan losses during the three months ended June 30, 1997. Net charge-
     offs for the three months ended June 30, 1997, totaled $88,000, attributed
     primarily to one commercial real estate loan, of which $62,000 was charged
     off and the remainder paid off.  The Holding Corp.'s allowance for loan
     losses decreased to $1,676,000 or 1.14% of total loans at June 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.

     The non-performing assets to total assets ratio is one indicator of the
     exposure to credit risk.  Non-performing assets of the Holding Corp.
     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.

<TABLE>
<CAPTION>
                                                  June 30, 1997               March 31, 1997
<S>                                             <C>                           <C>  
         Non-accruing loans                        $  574,843                    $  489,251
         Troubled debt restructurings                 565,320                       405,097
         Foreclosed assets                             48,345                       357,880
                                                   ----------                    ----------
         Total non-performing assets               $1,188,508                    $1,252,228
                                                   ==========                    ==========
         Total non-performing assets as a
               percentage  of total assets               0.37%                         0.42%
</TABLE>


     Total non-performing assets decreased $64,000 for the three months ended
     June 30, 1997.  The increase in nonaccrual loans is primarily the result of
     a $349,000 increase in residential loans over 90 days delinquent, of which
     $252,000 are two loans held by Mitchell Mortgage.  This increase was
     partially offset by the transfer from nonaccrual of a $275,000 commercial
     real estate loan which was modified and written down to $164,000, and
     reclassified as a troubled debt restructuring.  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 June 30, 1997, foreclosed assets consisted of three repossesed
     automobiles and a 5% participation in 18 residential lots.  All of the lots
     and the automobiles are being marketed.

                                       14
<PAGE>
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------

                                   CONTINUED
                                   ---------

     LIQUIDITY AND CAPITAL RESOURCES:
     --------------------------------

     The Holding Corp.'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 June 30, 1997, the Association's liquidity
     ratio was 9.87%, which was in excess of the minimum regulatory
     requirements.

     During the three months ended June 30, 1997, total deposits increased
     approximately $18.4 million.  The increase primarily reflects $12 million
     in transit for a large multifamily loan payoff serviced by Mitchell
     Mortgage payable to FNMA and $4 million in proceeds from the sale of a loan
     participation by the Holding Corp.

     The Holding Corp. 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 June
     30, 1997, the Holding Corp. had commitments to originate loans totaling
     $9.3 million.  The Holding Corp. considers its liquidity and capital
     resources to be adequate to meet its foreseeable short and long-term needs.
     The Holding Corp. expects to be able to fund or refinance, on a timely
     basis, its material commitments and long-term liabilities.

     During the three months ended June 30, 1997, the borrowings from the
     Federal Home Loan Bank of Dallas increased $1,987,000 and ESOP debt
     decreased $92,000.  The increase in borrowings from Federal Home Loan was
     used to partially fund  multifamily loans during the period.  Such loans
     are generally sold to investors within 30 days of origination.   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 July 23, 1997, the Holding Corp. declared a cash dividend of $0.10 per
     share payable on September 3, 1997 to the shareholders of record on August
     13, 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 June 30, 1997

                                       15
<PAGE>
 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
   --------------------------------------------------------------------------
                                   OPERATIONS
                                   ----------
                                        
                                   CONTINUED
                                   ---------

     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.

<TABLE>
<CAPTION>
                                                          Amount           Percent of
                                                          (000's)          Assets (1)
<S>                                                       <C>              <C>      
          Tangible capital                                $20,501               6.6%
          Tangible capital requirement                      4,669               1.5
                                                          -------              ----
                   Excess                                 $15,832               5.1%
                                                          =======              ====
                                                                                   
          Core capital                                    $20,501               6.6%
          Capital requirement                              12,479               4.0
                                                          -------              ----
                  Excess                                  $ 8,022               2.6%
                                                          =======              ====
                                                                                   
           Total capital (i.e., core & supplemental       $21,857              13.9%
            capital)                                                               
           Risk-based capital requirement                  12,598               8.0
                                                          -------              ----
                 Excess                                   $ 9,259               5.9%
                                                          =======              ====
</TABLE>

     (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.

                                       16
<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 the year
     ending after December 15, 1997, for both interim and annual periods, and
     replaces the presentation of primary and fully diluted earnings per share
     with a presentatin of basic and diluted earnings per share.  The adoption
     of Statement 128 is not expected to have a material impact on earnings per
     share reported by the Holding Corp.

     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.

                                       17
<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
     -------------------------------------------------------------

          On July 29, 1997 the Holding Corp. held its annual meeting at which
          two directors, Robert W. Lindsey and Lane Ward were nominated
          and re-elected to a three year term.

                                              For           Withheld
                                             -----         ----------
                  Robert W. Lindsey         720,412          4,300
                  Lane Ward                 721,876          2,836


          Directors who will continue serving until their term expires are:
          J. Patrick Gubbels,  Wayne O. Poldrack, Doyle G. Callender, Ron L.
          Workman, George C. Brady and William A. Little.

          Other matters voted upon at the meeting were as follows:

          Amendment of the Holding Corp.'s Certificate of Incorporation to
          increase the number of authorized shares of common stock from
          2,000,000 to 4,000,000

                      For         Against         Abstain         Non-votes
                  -----------  --------------  --------------  ----------------
                    571,227       151,716           969             800


          Amendment of the Holding Corp.'s Certification of Incorporation
          to increase the number of authorized shares of preferred stock from
          500,000 to 1,000,000

                     For          Against         Abstain         Non-votes
                -------------  --------------  --------------  ---------------
                   452,858        167,716          1,969           102,169


          Amendment of the Holding Corp.'s 1993 Stock Option and Incentive Plan
          to increase the number of shares of common stock reserved thereunder 
          from 87,750 to 128,865

                     For           Against        Abstain          Non-votes
                --------------  -------------  --------------  ----------------
                   555,859          86,991         78,769            3,093


          Ratification of the appointment of Coopers & Lybrand L.L.P. as
          independent accountants for the Company for the fiscal year ending
          March 31, 1998


                    For            Against             Abstain
               -------------  ------------------  -----------------
                  720,651           1,450               2,611

                                       18
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------

                                   CONTINUED
                                   ---------


     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 June 30, 1997.
 
               May 1, 1997 - The registrant issued an earnings release
               announcing the declaration of a cash dividend and earnings for
               the quarter ended March 31, 1997.

                                       19
<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:     August 12, 1997                       /s/ Lane Ward
                                                -------------------------------
                                                Lane Ward
                                                Vice Chairman, President and
                                                  Chief Executive Officer
 
 
                                                /s/ David D. Rinehart
                                              ---------------------------------
Date:     August 12, 1997                       David D. Rinehart
                                                Executive Vice President and
                                                  Chief Financial Officer

                                       20