Document Headings

                    Document headings vary by document type but may contain                    the following:                  
                -                       the agency or agencies that issued and signed a document                    
                -                       the number of the CFR title and the number of each part                      the document amends, proposes to amend, or is directly                      related to                    
                -                       the agency docket number / agency internal file number                    
                -                       the RIN which identifies each regulatory action listed in                      the Unified Agenda of Federal Regulatory and Deregulatory                      Actions                    

                    See the                                          Document Drafting Handbook                                        for more details.                  

###### Federal Reserve System

                    The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841*et seq.*) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.                

                    The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated.  The application also will be available for inspection at the offices of the Board of Governors.  Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)).  If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843).  Unless otherwise noted, nonbanking activities will be conducted throughout the United States.  Additional information on all bank holding companies may be obtained from the National Information Center website at                     *www.ffiec.gov/​nic/​*.                

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than December 5, 2004.

**A.  Federal Reserve Bank of New York**                     (Jay Bernstein, Bank Supervision Officer) 33 Liberty Street, New York, New York 10045-0001:                

*1.  Banco Bilbao Vizcaya Argentaria, S.A.*, Bilbao, Spain; to acquire 100 percent of the voting shares of Laredo National Bancshares, Inc., Laredo, Texas, and thereby indirectly acquire voting shares of Laredo National Bank, and South Texas National Bank, both of Laredo, Texas.                

**B.  Federal Reserve Bank of Atlanta**                     (Sue Costello, Vice President) 1000 Peachtree Street, N.E., Atlanta, Georgia 30303:                

*1.  The Colonial BancGroup, Inc.*, Montgomery, Alabama; to acquire 100 percent of the voting shares of Union Bank of Alabama, Lauderhill, Florida.                

**C.  Federal Reserve Bank of Chicago**                     (Patrick Wilder, Assistant Vice President) 230 South LaSalle Street, Chicago, Illinois 60690-1414:                

*1.  Peotone Bancorp, Inc.*, Peotone, Illinois; to acquire 74.19 percent of the voting shares of Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby indirectly acquire voting shares of Legacy Bank, Scottsdale, Arizona (in organization).                

*2.  Founders Group, Inc.*, Worth, Illinois; to acquire 12.90 percent of the voting shares of Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby indirectly acquire voting shares of                           ( print page 65197)                        Legacy Bank, Scottsdale, Arizona (in organization).                

*3.  Terrapin Bancorp, Inc.*, Elizabeth, Illinois; to acquire 25.81 percent of the voting shares of Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby indirectly acquire voting shares of Legacy Bank, Scottsdale, Arizona (in organization).                

*4.  Rock River Bancorporation, Inc.*, Oregon, Illinois; to acquire 12.9 percent of the voting shares of Legacy Integrity Group, Inc., Scottsdale, Arizona, and thereby indirectly acquire voting shares of Legacy Bank, Scottsdale, Arizona (in organization).                

*5.  Legacy Integrity Group, Inc.*, Scottsdale, Arizona; to become a bank holding company by acquiring 100 percent of the voting shares of Legacy Bank, Scottsdale, Arizona, (in organization).                

Board of Governors of the Federal Reserve System, November 5, 2004.

Robert deV. Frierson,

Deputy Secretary of the Board.

[FR Doc. 04-25119 Filed 11-9-04; 8:45 am]

BILLING CODE 6210-01-S