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

                                    FORM 10-K

  [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                             ACT OF 1934 [NO FEE REQUIRED]

                   For the fiscal year ended December 31, 1998

                        Commission File Number: 333-47939

                                   FVNB CORP.
             (Exact name of registrant as specified in its charter)

                  TEXAS                                 74-2871063
     (State or other jurisdiction of                 (I.R.S. Employer
      incorporation or organization)               Identification No.)

             101 MAIN STREET
             VICTORIA, TEXAS                              77901
 (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (512) 573-6321
        Securities registered pursuant to Section 12(b) of the Act: None
           Securities registered pursuant to Section 12(g) of the Act:

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                                (Title of class)

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 of 15(d) of the Securities Exchange Act of
1934 during the preceding 12 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 ____

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

      The aggregate market value of the voting stock held by non-affiliates of
the Registrant, based on the closing sales price of such stock as of March 16,
1999, was $71,397,385.

      The number of shares of Common Stock, par value $0.01 per share, of the
Registrant outstanding as of March 16, 1999 was 2,372,792 shares.

                       DOCUMENTS INCORPORATED BY REFERENCE

The following documents, in whole or in part, are specifically incorporated by
reference in the indicated Part of this Report on Form 10-K:

    Annual Report to Shareholders For the Year Ended December 31, 1998   Part II
    Proxy Statement for the 1999 Annual Meeting of Shareholders         Part III
<PAGE>
                                   FVNB CORP.
                           ANNUAL REPORT ON FORM 10-K

                                                                            PAGE
                                     PART I.
ITEM 1.     Business...........................................................2
                General........................................................2
                Competition....................................................3
                Supervision and Regulation.....................................4
ITEM 2.     Properties.........................................................9
ITEM 3.     Legal Proceedings.................................................10
ITEM 4.     Submission of Matters to a Vote of Security Holders...............10

                                    PART II.

ITEM 5.     Market for Registrant's Common Stock and Related Security 
                Holder Matters................................................10
ITEM 6.     Selected Financial Data...........................................10
ITEM 7.     Management's Discussion and Analysis of Financial Condition and
            Results of Operations.............................................10
ITEM 7A.    Quantitative and Qualitative Disclosure About Market Risks........11
ITEM 8.     Financial Statements and Supplementary Data.......................11
ITEM 9.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..........................................11

                                    PART III.
ITEM 10.    Directors and Executive Officers of the Registrant................11
ITEM 11.    Executive Compensation............................................11
ITEM 12.    Security Ownership of Certain Beneficial Owners and Management....11
ITEM 13.    Certain Relationships and Related Transactions....................12

                                    PART IV.
ITEM 14.    Exhibits, Financial Schedules and Reports on Form 8-K.............12


FORWARD LOOKING STATEMENTS

      Certain matters discussed in this report, excluding historical
information, include forward-looking statements. Although the Company believes
such forward-looking statements are based on reasonable assumptions, no
assurance can be given that every objective will be reached. The words
"estimate," "expect," "intend" and "project," as well as other words or
expressions of similar meaning are intended to identify forward-looking
statements. Readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date of this report. Such statements are
based on current expectations, are inherently uncertain, are subject to risks
and should be viewed with caution. Actual results and experience may differ
materially from the forward-looking statements as a result of many factors.

      Factors that could cause actual results to differ materially from any
results projected, forecasted, estimated or budgeted by the Company in
forward-looking statements include among others, the following possibilities:
(i) changes in local, state, national and international economic conditions,
(ii) changes in the capital markets utilized by the Company and its
subsidiaries, including changes in the interest rate environment that may reduce
margins, (iii) changes in state and/or federal laws and regulations to which the
Company and its subsidiaries, as well as customers, competitors and potential
competitors, are subject, including banking, tax, securities, insurance and
employment laws and regulations, (iv) the loss of senior management or operating
personnel and the potential inability to hire qualified personnel at reasonable
compensation levels, (v) the Company's inability to complete its Year 2000
action plan on a timely basis, and (vi) increased competition from both within
and without the banking industry. It is not possible to foresee or identify all
such factors. The Company makes no commitment to update any forward-looking
statement, or to disclose any facts, events or circumstances after the date
hereof that may affect the accuracy of any forward-looking statements.

                                       1
<PAGE>
                                     PART I

                                ITEM 1. BUSINESS

GENERAL

      FVNB Corp. (the "Company") was organized in September 1998 as a bank
holding company for First Victoria National Bank (the "Bank"). Chartered in
1890, First Victoria National Bank is located in Victoria, Texas and offers all
usual commercial banking services. The Bank currently has three locations in
Victoria as well as full service branches in Calhoun County and Taft, Texas. In
addition, the Bank has three wholly owned operating subsidiaries: PMV, Inc.,
which is currently inactive, and was established for the purpose of acquiring,
managing and liquidating assets acquired in satisfaction of debts previously
contracted; First Victoria Community Development Corporation, which was
established for the purpose of acquiring, developing, rehabilitating, managing,
renting, and selling housing units primarily to benefit low and moderate income
residents of the local area and to promote and invest in such community
development projects; and First Victoria Leasing, Inc., which was established
for the purpose of leasing activities of the Company. As of December 31, 1998,
the Company had total assets of approximately $553,164,000; loans and leases,
net of unearned discount, of approximately $292,862,000; and total deposits of
approximately $454,740,000. The Company employed 215 people on a full-time basis
and 32 people on a part-time basis as of December 31, 1998.

      On January 29, 1999, the Company completed the acquisition and merger into
FVNB Corp. of CBOT Financial Corporation, the parent company of Citizens Bank of
Texas, N.A. and CBOT Mortgage Company. Citizens Bank of Texas will continue to
operate as an independent subsidiary of the Company with its Board of Directors,
officers and staff being retained. Existing banking facilities in New Waverly,
Huntsville and The Woodlands, Texas will keep the name Citizens Bank of Texas,
N.A. As of December 31, 1998, Citizens Bank of Texas had approximately $80
million in total assets including approximately $3 million in fixed assets.

      The Bank provides general commercial banking services to a variety of
businesses and individuals located in Victoria County, Texas and the surrounding
areas. Some of the loan services available to customers include: agriculture,
commercial, real estate, home improvement, automobile, and personal loans. As of
December 31, loans are classified in the following categories (in thousands).
Included in commercial and financial loans is a net lease receivable totaling
approximately $6,793,000 as of December 31, 1998.

<TABLE>
<CAPTION>
                                               1998                      1997
                                               ----                      ----
                                        Amount          %         Amount          %
                                      ---------    ---------    ---------    ---------
<S>                                   <C>                 <C>   <C>                 <C>
Commercial and financial ..........   $  63,255           22%   $  57,648           22%
Mortgage real estate ..............     106,410           36       91,075           34
Construction real estate ..........       3,736            1        3,738            1
Agriculture .......................      75,793           26       74,671           28
Consumer ..........................      43,776           15       38,996           15
                                      ---------    ---------    ---------    ---------
Total loans and leases ............     292,970          100%     266,128          100%
Less
Unearned income ...................        (108)        --           (126)        --
Allowance for loan and lease losses      (3,308)        --         (2,861)        --   
                                      ---------                 ---------
Net loans and leases ..............   $ 289,554         --      $ 263,141         --
                                      =========                 =========
</TABLE>

      Commitments to extend credit are agreements to lend to a customer as long
as there is no violation of any condition established in the contract. 
Commitments generally have fixed expiration dates or other termination clauses
that may require payment of a fee. The total commitment amounts do not 
necessarily represent future cash requirements, since the commitments may 
expire without being drawn upon. The 

                                       2
<PAGE>
Company evaluates each customer's credit-worthiness on a case-by-case basis. The
amount of collateral obtained if deemed necessary by the Company upon extension
of credit is based on management's credit evaluation of the counterparty.
Standby letters of credit are conditional commitments issued by the Company to
guarantee performance of a customer to a third party. The credit risk involved
in issuing letters of credit is essentially the same as that involved in
extending loan facilities to customers. Collateral held varies, but may include
accounts receivable, inventory, equipment or real estate. The prices and
interest rates of the commitments are determined by the market conditions
prevailing at the time the commitments are exercised.

      The Bank's exposure to credit loss, in the event of non-performance by the
customer, for commitments to extend credit and standby letters of credit is
limited to the contractual amount of those instruments. As of December 31, 1998
and 1997, the Bank had commitments to extend credit of approximately
$100,204,000 and $93,148,000 and standby letters of credit of approximately
$1,534,000 and $866,000 respectively. The following is a breakdown of
commitments by type as of December 31, (in thousands):

                                                        1998               1997
                                                      --------          --------

Commercial and financial ...................          $ 35,279          $ 32,699
Real estate ................................             5,180             4,437
Agriculture ................................            35,524            34,939
Consumer ...................................            24,221            21,073
                                                      --------          --------
Total ......................................          $100,204          $ 93,148
                                                      ========          ========


      While the Bank's loan portfolio is diversified, a significant portion of
the portfolio is in agriculture loans (approximately 26% of total loans) and
therefore, may be deemed seasonal with regard to funding requirements. Also,
the Bank has substantially no deposits from or loans to foreign customers.

      The Company does not anticipate that compliance with federal, state, and
local provisions relating to the protection of the environment will have a 
material effect upon the capital expenditures, earnings, or competitive 
position of the Company.

      In addition to loan services, the Company also offers deposit facilities
and certificates of deposit for commercial customers and various checking, wire
transfers, safekeeping, safe deposit, credit card, and savings and time deposit
services for individuals.

      First Victoria National Bank's Trust and Investment Management Department
also offers extensive trust services including estates, guardianships, personal
trust and investment services, and pension and retirement plans. Trust assets 
and other properties, except cash deposits, held by the Bank in agency or other
fiduciary capacities for its customers are not included in the Company's
financial statements. The book value of trust assets (unaudited) was 
approximately $191,382,000 at December 31, 1998.

COMPETITION

      The Company competes actively with other area commercial banks and 
savings and loan associations, many of which are larger than the Company, as 
well as with major regional banking and financial institutions headquartered in
other areas of Texas and the United States. There are nine other financial 
institutions in Victoria County, including branches or subsidiaries of 
out-of-state multi-bank holding companies, branches of Texas banks and savings
institutions. Deposit deregulation has intensified the competition for 
deposits among banks in recent years. The Company, however, is generally 
competitive with all financial institutions in its service area with respect to
interest rates paid on time and savings deposits, service charges on deposit 
accounts and interest rates charged on loans. Additional competition is 
derived from credit unions, finance companies, brokerage firms, insurance 
companies, retailers, trust companies and other non-bank entities.

                                       3
<PAGE>
SUPERVISION AND REGULATIONS

      General - The Company. In addition to the generally applicable state and
Federal laws governing businesses and employers, the Company and its bank
subsidiaries are further extensively regulated by special Federal and state laws
governing financial institutions. These laws comprehensively regulate the
operations of the Company's bank subsidiaries and include, among other matters,
requirements to maintain reserves against deposits; restrictions on the nature
and amount of loans that may be made and the interest that may be charged
thereon; restrictions on the amounts, terms and conditions of loans to
directors, officers, large shareholders and their affiliates; restrictions
related to investments in activities other than banking; and minimum capital
requirements. With few exceptions, state and Federal banking laws have as their
principal objective either the maintenance of the safety and soundness of the
Federal deposit insurance system or the protection of consumers, rather than the
specific protection of shareholders of the Company. Further, the earningst of
the Company are affected by the fiscal and monetary policies of the Federal
Reserve System, which regulates the national money supply in order to mitigate
recessionary and inflationary pressures. These monetary policies influence to a
significant extent the overall growth of bank loans, investments and deposits
and the interest rates charged on loans or paid on time and savings deposits.
The nature of future monetary policies and the effect of such policies on the
future earnings and business of the Company cannot be predicted.

      FRB APPROVALS. The Company is a registered bank holding company within the
meaning of the Bank Holding Company Act of 1956, as amended ("BHCA"), and is
subject to supervision by the FRB and to a certain extent the Texas Department
of Banking (the "DOB"). The Company is required to file with the FRB annual
reports and other information regarding the business operations of itself and
its subsidiaries. It is also subject to examination by the FRB. Under the BHCA,
a bank holding company is, with limited exceptions, prohibited from acquiring
direct or indirect ownership or control of any voting stock of any company which
is not a bank or bank holding company, and must engage only in the business of
banking, managing, controlling banks, and furnishing services to or performing
services for its subsidiary banks. One of the exceptions to this prohibition is
the ownership of shares of any company provided such shares do not constitute
more than 5% of the outstanding voting shares of the company and so long as the
FRB does not disapprove such ownership. Another exception to this prohibition is
the ownership of shares of a company the activities of which the FRB has
specifically determined to be so closely related to banking, managing or
controlling banks as to be a proper incident thereto.

      The restrictions on the activities of bank holding companies could change
significantly if the Glass-Steagall Act of 1935 is reformed. Current
congressional debate over reforming the Glass-Steagall Act is centered around
whether enhanced bank powers should be conducted within a holding company or
through bank subsidiaries. It is impossible to predict at this time whether any
of the reform proposals will pass, or what effect the proposals would have on
the Company or its subsidiaries.

      The BHCA and the Change in Bank Control Act of 1978 require that,
depending on the circumstances, either FRB approval must be obtained or notice
must be furnished to the FRB and not disapproved prior to any person or company
acquiring "control" of a bank holding company, such as the Company, subject to
certain exceptions for certain transactions. Control is conclusively presumed to
exist if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control is rebuttably presumed to exist
if a person acquires 10% or more but less than 25% of any class of voting
securities where the bank holding company, such as the Company, has registered
Securities under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act").

      As a bank holding company, the Company is required to obtain approval
prior to merging or consolidating with any other bank holding company, acquiring
all or substantially all of the assets of any bank or acquiring ownership or
control of shares of a bank or bank holding company if, after the acquisition,


                                       4
<PAGE>
the Company would directly or indirectly own or control 5% or more of the voting
shares of such bank or bank holding company.

      INTERSTATE BANKING. In 1994, Congress enacted the Riegle-Neal Interstate
Banking and Branching Efficiency Act of 1994 ("Interstate Banking Act"), which
rewrote federal law governing the interstate expansion of banks in the United
States. Effective as of September 29, 1995, adequately capitalized, well managed
bank holding companies with FRB approval may acquire banks located in any state
in the United States, provided that the target bank meets the minimum age (up to
a maximum of five years, which is the maximum Texas has adopted) established by
the host state. Under the Interstate Banking Act, an anti-concentration limit
will bar interstate acquisitions that would give a bank holding company control
of more than ten percent (10%) of all deposits nationwide or thirty percent
(30%) of any one state's deposits, or such higher or lower percentage
established by the host state. The anti-concentration limit in Texas has been
set at twenty percent (20%) of all federally insured deposits in Texas. As of
December 31, 1998, many of Texas' largest bank holding companies had either
merged with or been acquired by out-of-state banking concerns.

      In addition to providing for interstate acquisitions of banks by bank
holding companies, the Interstate Banking Act provides for interstate branching
by permitting mergers between banks domiciled in different states beginning June
1, 1997. The Interstate Banking Act provides that states may opt out of
interstate branching by enacting non-discriminatory legislation prohibiting
interstate bank mergers before June 1, 1997. In 1995, Texas passed legislation
opting out of the interstate branching provisions of The Interstate Banking Act
until September 1999. In May 1998, the Texas DOB determined that the Texas
opt-out statute was not effective and the Texas DOB began accepting applications
for interstate branching transactions. Currently, legislation implementing
interstate branching is pending in the Texas legislature. No accurate prediction
can be made at this time as to how this legislation will affect the Company
and/or its bank subsidiaries.

      FRB ENFORCEMENT POWERS. The FRB has certain cease-and-desist and
divestiture powers over bank holding companies and non-banking subsidiaries
where their actions would constitute a serious threat to the safety, soundness
or stability of a subsidiary bank. These powers may be exercised through the
issuance of cease-and-desist orders or other actions. In the event a bank
subsidiary experiences either a significant loan loss or rapid growth of loans
or deposits, the Company may be compelled by the FRB to invest additional
capital in the bank subsidiary. Further, the Company would be required to
guaranty performance of the capital restoration plan of any undercapitalized
bank subsidiary. The FRB is also empowered to assess civil money penalties
against companies or individuals who violate the BHCA in amounts up to
$1,000,000 per day, to order termination of non-banking activities of
non-banking subsidiaries of bank holding companies and to order termination of
ownership and control of a non-banking subsidiary. Under certain circumstances
the Texas Banking Commissioner may bring enforcement proceedings against a bank
holding company in Texas.

      COMPANY DIVIDENDS. The FRB's policy discourages the payment of dividends
from borrowed funds and discourages payments that would affect capital adequacy.
The FRB has issued policy statements which generally state that bank holding
companies should serve as a source of financial and managerial strength to their
bank subsidiaries, and generally should not pay dividends except out of current
earnings, and should not borrow to pay dividends if the bank holding company is
experiencing capital or other financial problems.

      CROSS-GUARANTEE PROVISIONS. The Financial Institutions Reform, Recovery
and Enforcement Act of 1989 ("FIRREA") contains a "cross-guarantee" provision
which generally makes commonly controlled insured depository institutions liable
to the FDIC for any losses incurred in connection with the failure of a commonly
controlled depository institution.

      AUDIT REPORTS. Insured institutions with total assets of $500 million or
more must submit annual audit reports prepared by independent auditors to
federal and state regulators. In some instances, the audit report of the
institution's holding company can be used to satisfy this requirement. Auditors
must receive examination reports and other examination related correspondence.
In addition, financial statements prepared in accordance with generally accepted
accounting principles, management's certifications concerning responsibility for
the financial statements, internal controls and compliance with legal
requirements designated by the FDIC, and an attestation by the auditor regarding
the statements of management relating to the internal controls must be
submitted. For institutions with total assets of more than $3 billion,
independent auditors may be required to review quarterly financial statements.
The Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA")
requires that independent audit committees be formed, consisting of outside
directors only. The committees of such institutions must include members with
experience in banking or financial management, must have access to outside
counsel, and must not include representatives of large customers.

                                       5
<PAGE>
      GENERAL-BANK SUBSIDIARIES. As national banking associations, the
Subsidiary Banks are principally supervised, examined and regulated by the
Office of the Comptroller of the Currency (the "OCC"). The OCC regularly
examines such areas as capital adequacy, reserves, loan portfolio, investments
and management practices. The Bank must also furnish quarterly and annual
reports to the OCC, and the OCC may exercise cease and desist and other
enforcement powers over the Bank if its actions represent unsafe or unsound
practices or violations of law. Since the deposits of the Bank are insured by
the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation
(the "FDIC"), the Bank is also subject to regulation and supervision by the
FDIC. Because the FRB regulates the Company, the Federal Reserve Board has
supervisory authority which affects the Bank.

      DEPOSIT INSURANCE. The deposits of the Bank are insured by the FDIC
through the BIF to the extent provided by law. Under the FDIC's risk-based
insurance system, BIF-insured institutions are currently assessed premiums of
between zero and twenty seven cents per $100 of eligible deposits, depending
upon the institution's capital position and other supervisory factors. During
1996, Congress enacted legislation that, among other things, provides for
assessments against BIF-insured institutions that will be used to pay certain
Financing Corporation ("FICO") obligations. In addition to any BIF insurance
assessments, BIF-insured banks are expected to make payments for the FICO
obligations equal to $0.01296 per $100 of eligible deposits each year during
1997 through 1999. Thereafter, BIF and Savings Association Insurance Fund payers
will be assessed pro rata for the FICO bond obligations.

      CAPITAL ADEQUACY. The Company and its bank subsidiaries are currently
required to meet certain minimum regulatory capital guidelines utilizing total
capital-to-risk-weighted assets and Tier 1 Capital elements. At December 31,
1998 the Company's ratio of total capital-to-risk-weighted assets was 18.55%.
The guidelines make regulatory capital requirements more sensitive to
differences in risk profiles among banking organizations, take off-balance sheet
exposure into account in assessing capital adequacy, and encourage the holding
of liquid, low-risk assets. At least one-half of the minimum total capital must
be comprised of Tier 1 Capital elements. Tier 1 Capital of the Company is
comprised of common shareholders' equity. The core deposit intangibles and
goodwill of approximately $1,821,000 booked in connection with all the financial
institution acquisitions of the Company as of December 31, 1998 are deducted
from the sum of core capital elements when determining the capital ratios of the
Company.

      In addition, the FRB has established minimum leverage ratio guidelines for
bank holding companies. These guidelines provide for a minimum leverage ratio of
Tier 1 capital to adjusted average quarterly assets ("leverage ratio") equal to
three percent for bank holding companies that meet certain specified criteria,
including having the highest regulatory rating. All other bank holding companies
will generally be required to maintain a leverage ratio of at least four to five
percent. The Company's leverage ratio at December 31, 1998 was 11.01%. The
guidelines also provide that bank holding companies experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum supervisory levels without significant reliance
on intangible assets. Furthermore, the guidelines indicate that the FRB will
continue to consider a "tangible Tier 1 leverage ratio" (deducting all
intangibles) in evaluating proposals for expansion or new activity. The FRB has
not advised the Company of any specific minimum leverage ratio or tangible tier
1 leverage ratio applicable to it. Each of the Company's bank subsidiaries is
subject to similar capital requirements adopted by the OCC. The Bank had a
leverage ratio in excess of five percent as of December 31, 1998. As of that
date, the federal banking agencies had not advised the Bank of any specific
minimum leverage ratio applicable to it.

                                       6
<PAGE>
      Effective December 19, 1992, the federal bank regulatory agencies adopted
regulations which mandate a five-tier scheme of capital requirements and
corresponding supervisory actions to implement the prompt corrective action
provisions of FDICIA. The regulations include requirements for the capital
categories that will serve as benchmarks for mandatory supervisory actions.
Under the regulations, the highest of the five categories would be a well
capitalized institution with a total risk-based capital ratio of 10%, a Tier 1
risk-based capital ratio of 6% and a Tier 1 leverage ratio of 5%. An institution
would be prohibited from declaring any dividends, making any other capital
distribution or paying a management fee if the capital ratios drop below the
levels for an adequately capitalized institution, which are 8%, 4% and 4%,
respectively. The corresponding provisions of FDICIA mandate corrective actions
be taken if a bank is undercapitalized. Based on the Bank capital ratios as of
December 31, 1998, the Bank was classified as "well capitalized" under the
applicable regulations.

      In 1995, in accordance with FDICIA, the OCC modified its risk-based
capital adequacy guidelines to explicitly include a bank's exposure to declines
in the economic value of its capital due to changes in interest rates as a
factor that it will consider in evaluating a bank's capital adequacy. In 1996,
the bank regulatory agencies introduced risk-based examination procedures.
Effective January 1, 1997, the federal banking agencies jointly adopted
regulations that amend the risk-based capital standards to incorporate measures
for market risk. Applicable banking institutions will be required to adjust
their risk-based capital ratio to reflect market risk. On December 19, 1996, the
FFIEC revised the Uniform Financial Institutions Rating System commonly referred
to as the CAMEL rating system. A sixth component addressing sensitivity to
market risk was added. Sensitivity to market risk reflects the degree to which
changes in interest rates, foreign exchange rates, commodity prices or equity
prices can adversely affect a financial institution's earnings or economic
capital.

      CONSERVATOR AND RECEIVERSHIP POWERS. FDICIA significantly expanded the
authority of the federal banking regulators to place depository institutions
into conservatorship or receivership to include, among other things, appointment
of the FDIC as conservator or receiver of an undercapitalized institution under
certain circumstances. In the event the Bank is placed into conservatorship or
receivership, the FDIC is required, subject to certain exceptions, to choose the
method for resolving the institution that is least costly to the BIF, such as
liquidation.

      INSOLVENCY. The OCC has articulated in a regulation the standards the OCC
uses to determine when a national bank becomes insolvent. The regulation alters
the standards such that a bank would be deemed to be insolvent for regulatory
purposes when it lacks equity capital rather than when it lacks primary capital
(principally equity capital plus the allowance for loan losses). Under the
regulatory guidelines, the OCC is also authorized to declare a national bank
insolvent when the bank is unable to meet its obligations as they mature.

      DEPOSITOR PREFERENCE. Because the Company is a legal entity separate and
distinct from its bank subsidiaries, its right to participate in the
distribution of assets of any subsidiary upon the subsidiary's liquidation or
reorganization will be subject to the prior claims of the subsidiary's
creditors. In the event of a liquidation of a subsidiary bank, the claims of
depositors and other general or subordinated creditors of the bank are entitled
to a priority of payment over the claims of holders of any obligation of the
institution to its shareholders, including any depository institution holding
company (such as the Company) or any shareholder or creditor thereof.

      CRA. Under the Community Reinvestment Act ("CRA"), the OCC is required to
assess the record of each bank subsidiary to determine if the bank meets the
credit needs of its entire community, including low and moderate-income
neighborhoods served by the institution, and to take that record into account in
its evaluation of any application made by the bank for, among other things,
approval of the acquisition or establishment of a branch or other deposit
facility, an office relocation, a merger, or the acquisition of shares of
capital stock of another financial institution. The OCC prepares a written
evaluation of an institution's record of meeting the credit needs of its entire
community and assigns a rating. FIRREA requires federal banking agencies to make
public a rating of a bank's performance under the CRA. The Bank received either
an "outstanding" or "satisfactory" CRA rating in its most recently completed
examination. Further, there are fair lending laws which prohibit discrimination
in connection with lending decisions.

                                       7
<PAGE>
      CONSUMER LAWS. In addition to the laws and regulations discussed herein,
the Bank is also subject to certain consumer laws and regulations that are
designed to protect consumers in transactions with banks. While the list set
forth herein is not exhaustive, these laws and regulations include the Truth in
Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the
Expedited Funds Availability Act, the Equal Credit Opportunity Act, and the Fair
Housing Act, among others. These laws and regulations mandate certain disclosure
requirements and regulate the manner in which financial institutions must deal
with customers when taking deposits or making loans to such customers. The
subsidiary banks must comply with the applicable provisions of these consumer
protection laws and regulations as part of their ongoing customer relations.

      AFFILIATE TRANSACTIONS. The Company, and its bank subsidiaries are
"affiliates" within the meaning of Section 23A of the Federal Reserve Act which
sets forth certain restrictions on loans and extensions of credit between a bank
subsidiary and affiliates, on investments in an affiliate's stock or other
securities, and on acceptance of such stock or other securities as collateral
for loans. Such restrictions prevent a bank holding company from borrowing from
any of its bank subsidiaries unless the loans are secured by specific
obligations. Further, such secured loans and investments by a bank subsidiary
are limited in amount, as to a bank holding company or any other affiliate, to
10% of such bank subsidiary's capital and surplus and, as to the bank holding
company and its affiliates, to an aggregate of 20% of such bank subsidiary's
capital and surplus. Certain restrictions do not apply to 80% or more owned
sister banks of bank holding companies. Section 23B of the Federal Reserve Act
requires that the terms of affiliate transactions be comparable to terms of
similar non-affiliate transactions.

      INSIDER LOANS. The restrictions on loans to directors, executive officers,
principal shareholders and their related interests (collectively referred to
herein as "insiders") contained in the Federal Reserve Act and Regulation O
apply to all insured institutions and their subsidiaries and holding companies.
These restrictions include limits on loans to one borrower and conditions that
must be met before such a loan can be made. There is also an aggregate
limitation on all loans to insiders and their related interests. These loans
cannot exceed the institution's total unimpaired capital and surplus, and the
OCC may determine that a lesser amount is appropriate. Insiders are subject to
enforcement actions for knowingly accepting loans in violation of applicable
restrictions.

      LENDING RESTRICTIONS. The operations of the bank subsidiaries are also
subject to lending limit restrictions pertaining to the extension of credit and
making of loans to one borrower. The scope and requirements of such laws and
regulations have been expanded significantly in recent years. Further, under the
BHCA and the regulations of the FRB thereunder, the Company and its subsidiaries
are prohibited from engaging in certain tie-in arrangements with respect to any
extension of credit or provision of property or services; however, recently the
FRB adopted a rule relaxing tying restrictions by permitting a bank holding
company to offer a discount on products or services if a customer obtains other
products or services from such company.

      The interest rate and usury laws of most states, including laws of the
State of Texas, which laws are preempted to a certain extent by federal law,
generally limit the amount of interest which lenders, including the Bank, may
charge on loans. These limits may vary depending upon, among other things, the
identity, nature and location of the lender and the borrower, use of proceeds of
a loan, amount of the loan, type of collateral for the loan and the particular
state or federal law applicable thereto. However, there is currently no limit on
the rate of interest which the Bank may be charged on its liabilities, other
than on certain types of deposits. Market rates of interest, adjusted for
required reserves, on certain types of liabilities may rise to a level which may
adversely affect interest margin and/or loan growth. During 1997, the Texas
Constitution was amended to permit home equity lending effective January 1,
1998.

                                       8
<PAGE>
      DIVIDENDS. The ability of the Company to pay dividends is largely
dependent on the amount of cash derived from dividends declared by its bank
subsidiaries. The payment of dividends by any bank or bank holding company is
affected by the requirement to maintain adequate capital as discussed above. The
directors of a national bank are authorized to declare cash dividends on the
capital stock of the bank, and the amount of the dividend is within the board's
discretion. However, a dividend cannot be declared if: (1) it would exceed the
bank's profits (12 U.S.C. Sec. 60); (2) it would impair the bank's capital (12
U.S.C. Sec. 56); or (3) the bank is in default on the payment of any assessment
due to the FDIC (12 U.S.C. Sec. 1828). Net profits are defined as the remainder
of all earnings from current operations plus actual recoveries on loans,
investments, and other assets less all current operating expenses, actual
losses, accrued dividends on preferred stocks, if any, all federal and state
taxes and bad debts (12 U.S.C. Sec. 60). The OCC adopted a regulation effective
as of January 1, 1991, which prohibits the Bank from including its allowance for
loan losses as an element of net profits when calculating the dividends the Bank
may pay. Approval of the OCC will be required for any dividend paid by the Bank
to the shareholders if the total of all actual and proposed dividends declared
by the Bank in any calendar year exceeds the total of its net profits for that
year combined with its retained net profits for the preceding two years, less
any required transfers to surplus or a fund for the retirement of any preferred
stock (12 U.S.C. Sec. 60). The OCC has also issued a banking circular
emphasizing that the level of cash dividends should bear a direct correlation to
the level of a national bank's current and expected earnings stream, the bank's
need to maintain an adequate capital base and other factors. Please see Note 11
to the Notes to Consolidated Financial Statements contained in the Company's
1998 Annual Report to Shareholders for a discussion of the dividend paying
capacity of the Bank.

      OPERATING SUBSIDIARIES. During 1996, the Office of the Comptroller of the
Currency (the "OCC") adopted a major overhaul of its rules governing corporate
applications, practices, and notices. The new rule incorporates a risk-based
approach to corporate applications and activities of national banks. The new
rule includes authority for operating subsidiaries to conduct for the first time
activities beyond those permitted for national banks directly. Under the new
rule, an operating subsidiary engaged in activities not permissible for the
parent bank must observe certain separateness requirements. National banks must
file applications for prior OCC approval to establish, or acquire, operating
subsidiaries engaged in activities that are not permissible for the parent bank
and the OCC may grant such approval on a case by case basis.

      SUBCHAPTER S. As part of the Small Business Job Protection Act of 1996,
financial institutions are now eligible to make an S election for federal income
tax purposes. To qualify as an S corporation, a financial institution must (i)
not use the reserve method of accounting for bad debts, (ii) have only one class
of stock, (iii) have no more than seventy-five shareholders, and (iv) have no
foreign shareholders. The Company currently does not qualify for the S election.

      INSTABILITY OF REGULATORY STRUCTURE. Various legislation, including
proposals to overhaul the bank regulatory system, expand the powers of banking
institutions and bank holding companies and limit the investments that a
depository institution may make with insured funds, is from time to time
introduced in Congress. Such legislation may change banking statutes and the
operating environment of the Company and the bank subsidiaries in substantial
and unpredictable ways. The Company cannot determine the ultimate effect that
potential legislation, if enacted, or implementing regulations with respect
thereto, would have upon the financial condition or results of operations of the
Company or its subsidiaries.


                               ITEM 2. PROPERTIES

      The principal executive offices of the Company and the Bank are located at
101 S. Main Street, Victoria, Texas in a building owned by the Bank. Property of
the Company consists of the main banking facility of First Victoria National
Bank and certain other properties. In addition, the Bank has two full-service
branches in the northern part of Victoria. The first was constructed and began
operations in October 1988 while the second was constructed and began operations
in August 1993. The Bank also has a full-service branch located in Calhoun
County that was constructed and began operations in August 1996 and a
full-service branch located in Taft, Texas that was purchased from The Frost
National Bank in December 1997. The Bank owns all properties on which the
banking offices are located and there are no encumbrances with respect thereto.
In addition, the Bank owns various other real estate which has been acquired
through foreclosure, but there is no individual piece of property that has
material value to the Bank.

                                       9
<PAGE>
                            ITEM 3. LEGAL PROCEEDINGS

      The bank subsidiaries of the Company are involved in various routine
claims and lawsuits which have arisen in the normal course of conducting a
commercial banking business. Management does not believe that the outcome of any
of these matters will have a material adverse effect on the Company's financial
position or results of operations.

           ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the fourth
quarter of 1998.


                                     PART II

                    ITEM 5. MARKET FOR COMPANY'S COMMON STOCK
                       AND RELATED SECURITY HOLDER MATTERS

      The Company's common stock is quoted in the National Market System (NMS)
of NASDAQ under the symbol FVNB. The number of shareholders of record of common
stock at March 16, 1999 was 652. The following table shows the range of high and
low quotes per share of common stock of the Company on the over-the-counter
market, as reported by NASDAQ. Prices quoted on the NASDAQ NMS reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not
necessarily represent actual transactions.


                                           1998                   1997
                                           ----                   ----
                                    HIGH        LOW         HIGH       LOW
                                    ----        ---         ----       ---
First Quarter                       42.250      39.000     $27.250    $23.500
Second Quarter                      43.250      40.000      27.000     25.500
Third Quarter                       39.500      30.000      35.250     26.000
Fourth Quarter                      34.000      30.000      39.750     32.250

      The average bid/ask price of the Company's common stock was $34.75 per
share on March 16, 1999. On January 19, 1999, the Board of Directors approved a
regular quarterly cash dividend of $.35 per share payable on February 11, 1999,
to shareholders of record as of January 28, 1999. The Company anticipates this
level of regular dividend payments to continue for the remainder of 1999. Total
dividends paid during 1998 and 1997 were $1.30 and $.82 per share, respectively.
See "Capital" section (page 15) in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and "Shareholders' Equity" (page
35) in Note 11 to the consolidated financial statements herein incorporated by
reference from FVNB Corp.'s 1998 Annual Report to Shareholders for further
discussion of the payment of dividends and restrictions.

                         ITEM 6. SELECTED FINANCIAL DATA

      The information set forth under the caption "Selected Financial Data"
located on page 42 of FVNB Corp.'s 1998 Annual Report to Shareholders is
incorporated herein by reference.

                 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      The information contained under the captions "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 4 through
19, inclusive, of FVNB Corp.'s 1998 Annual Report to Shareholders is
incorporated herein by reference.

                                       10
<PAGE>
       ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      The information set forth under the caption "Interest Rate Sensitivity" on
pages 5 through 6 of FVNB Corp.'s 1998 Annual Report to Shareholders is
incorporated herein by reference.

               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The Consolidated Financial Statements of FVNB Corp. and Independent Public
Accountants' Report contained on pages 20 through 41, inclusive, of FVNB Corp.'s
1998 Annual Report to Shareholders are incorporated herein by reference.

              ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                     ON ACCOUNTING AND FINANCIAL DISCLOSURE

      On February 16, 1999, the Board of Directors of the Company decided not to
renew the contract of Arthur Andersen LLP ("Arthur Andersen") as independent
accountants for the Company effective upon completion of the current audit for
the year ended December 31, 1998. Arthur Andersen's report on the financial
statements for the past two years did not contain an adverse opinion or a
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope, or accounting principles. The decision to change accountants was
approved by the board of directors of the Company on February 16, 1999. During
the Company's two most recent fiscal years and any subsequent interim period
preceding such change in accountants, there were no disagreements with Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreement(s), if
not resolved to the satisfaction of Arthur Andersen, would have caused it to
make a reference to the subject matter of the disagreement(s) in connection with
its report. The Company engaged KPMG Peat Marwick LLP as the independent
accountants of the Company by action of the Board of Directors of the Company on
February 16, 1999, to be effective as of the completion by Arthur Andersen of
the current audit for the year ended December 31, 1998.


                                    PART III

            ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

      The information set forth under the caption "Directors and Executive
Officers" of FVNB Corp.'s Proxy Statement, dated April 5, 1999, relating to its
1999 Annual Meeting of Shareholders is incorporated herein by reference.

                         ITEM 11. EXECUTIVE COMPENSATION

      The information set forth under the caption "Compensation of Officers and
Directors of FVNB Corp.'s Proxy Statement, dated April 5, 1999, relating to its
1999 Annual Meeting of Shareholders (excluding the performance graph,
Compensation and Retirement Committee report, and the 1998 FVNB Corp. Stock
Incentive Plan Committee report.) is incorporated herein by reference.

                     ITEM 12. SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

      The information set forth under the caption "Beneficial Ownership of Bank
Common Stock" and "Directors and Executive Officers" of FVNB Corp.'s Proxy
Statement, dated April 5, 1999, relating to its 1999 Annual Meeting of
Shareholders is incorporated herein by reference.

                                       11
<PAGE>
             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The information set forth under the caption "Certain Transactions" of FVNB
Corp.'s Proxy Statement, dated April 5, 1999, relating to its 1999 Annual
Meeting of Shareholders is incorporated herein by reference.


                                     PART IV

    ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K


(a)   1. The following financial statements and independent public accountants'
      report have been incorporated in Item 8 of this report by reference to
      pages 20 through 41 of FVNB Corp.'s 1998 Annual Report to Shareholders:

         Consolidated  Statements  of  Income  for each of the  three  years
         ended December 31, 1998

         Consolidated Balance Sheets as of December 31, 1998 and 1997

         Consolidated  Statements  of  Shareholders'  Equity for each of the
         three years ended December 31, 1998

         Consolidated  Statements  of Cash Flows for each of the three years
         ended December 31, 1998

         Notes to Consolidated Financial Statements

         Report of Independent Public Accountants

      2. No financial statement schedules are required to be filed as a part of
      this report.


(b)   On January 28, 1999, the Company filed a Form 8-K dated January 24, 1999.
      The purpose of the form was to announce that on January 19, 1999, the Bank
      declared a cash dividend of $.35 per share payable on February 11, 1999 to
      shareholders of record as of January 28, 1999. The form also reported
      audited financial information related to the fourth quarter of 1998.

      On February 3, 1999, the Company filed a Form 8-K dated January 29, 1999.
      The purpose of the form was to announce the completion of the acquisition
      and merger into FVNB Corp. of CBOT Financial Corporation, the parent
      company of Citizens Bank of Texas, N.A. and CBOT Mortgage Company.

      On February 22, 1999, the Company filed a Form 8-K dated February 16,
      1999. The purpose of the form was to announce the decision of the Board of
      Directors to change accountants. The Company engaged KPMG Peat Marwick LLP
      as the independent accountants of the Company effective as of the
      completion by Arthur Andersen of the current audit for the year ended
      December 31, 1998.

(c) The following exhibits are filed as part of this report:

          3.1+   Articles of Incorporation of the registrant [incorporated by
                 reference from exhibit 3.1 of the registrant's registration
                 statement on Form S-4. (333-47939) Filed on March 13, 1998.]

                                       12
<PAGE>
          3.2+   Bylaws of the registrant [incorporated by reference from
                 exhibit 3.2 of the registrant's registration statement on Form
                 S-4. (333-47939) Filed on March 13, 1998.]

         10.1*+  FVNB Corp. Stock Incentive Plan [incorporated by reference from
                 exhibit 10.1 of the registrant's registration statement on Form
                 S-4. (333-47939) Filed on March 13, 1998.]

         10.2+   Agreement and Plan of Merger by and between FVNB Corp. and CBOT
                 Financial Corporation dated as of October 8, 1998 [incorporated
                 by reference from exhibit 10.2 of the registrant's Quarterly
                 Report on Form 10-Q filed on November 13, 1998.]

         10(a)   *+ First Victoria National Bank Board of Directors Deferred
                 Compensation Plan incorporated herein as an exhibit by
                 reference to the Annual Report, Exhibit 10(a) therein, under
                 the Securities Exchange Act of 1934, filed by the Bank on Form
                 10-K on March 25, 1997

         10(b)   *+ Employees' Profit Sharing Plan incorporated herein as an
                 exhibit by reference to the Annual Report, Exhibit 10(b)
                 therein, under the Securities Exchange Act of 1934, filed by
                 the Bank on Form
                 10-K on March 25, 1997

         10(c)   *+ Incentive Compensation Plan incorporated herein as an
                 exhibit by reference to the Annual Report, Exhibit 10(c)
                 therein, under the Securities Exchange Act of 1934, filed by
                 the Bank on Form
                 10-K on March 25, 1997

         10(d)   *+ Pension Plan incorporated herein as an exhibit by reference
                 to the Annual Report, Exhibit 10(d) therein, under the
                 Securities Exchange Act of 1934, filed by the Bank on Form 10-K
                 on March 25, 1997

         10(e)   *+ Officer Annual Incentive Plan, as revised July 2, 1997,
                 incorporated herein as an exhibit by reference to the Quarterly
                 Report, Exhibit 10(e) therein, under the Securities Exchange
                 Act of 1934, filed by the Bank on Form 10-Q on August 8, 1997

         13   ** 1998 Annual Report to Shareholders

         21      Subsidiaries of the Registrant

         23      Accountants Consent

         27      Financial Data Schedule [The required Financial Data Schedule
                 has been included as Exhibit 27 of the Form 10-K filed
                 electronically with the Securities and Exchange Commission]

*  These documents constitute compensatory plans or arrangements 
** Deemed filed only with respect to those portions thereof incorporated herein
    by reference
 + Previously filed

                                       13
<PAGE>
                                   SIGNATURES


Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                                        FVNB CORP.


March 26, 1999                          By:    /s/ DAVID M. GADDIS
--------------                                 ----------------------
    Date                                       David M. Gaddis
                                               President and Chief Executive 
                                                Officer


March 26, 1999                          By:    /s/ C. DEE HARKEY
--------------                                 ----------------------
    Date                                       C. Dee Harkey
                                               Secretary and Principal 
                                                Accounting Officer


                                       14
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.




                                             Director                           
--------------------------------        ------------------       ---------------
      Michael S. Anderson                     Title                    Date

  /s/ O. D. Edwards, Jr.                     Director             March 26, 1999
--------------------------------        ------------------       ---------------
      O. D. Edwards, Jr.                      Title                    Date

                                             Director                           
--------------------------------        ------------------       ---------------
        David P. Engel                        Title                    Date

   /s/ David M. Gaddis                       Director             March 26, 1999
--------------------------------        ------------------       ---------------
        David M. Gaddis                       Title                    Date

   /s/ Walter T. Haenggi                     Director             March 26, 1999
--------------------------------        ------------------       ---------------
       Walter T. Haenggi                      Title                    Date

  /s/ Robert L. Halepeska                    Director             March 26, 1999
--------------------------------        ------------------       ---------------
      Robert L. Halepeska                     Title                    Date

 /s/ Thomas Lane Keller                      Director             March 26, 1999
--------------------------------        ------------------       ---------------
      Thomas Lane Keller                      Title                    Date

/s/ James Robert "Bob" McCan                Director              March 26, 1999
--------------------------------        ------------------       ---------------
   James Robert "Bob" McCan                   Title                    Date

     /s/ J. E. McCord                       Director              March 26, 1999
--------------------------------        ------------------       ---------------
         J. E. McCord                         Title                    Date

  /s/ Thomas M. O'Connor                    Director              March 26, 1999
--------------------------------        ------------------       ---------------
      Thomas M. O'Connor                      Title                    Date

   /s/ Billy W. Ruddock                     Director              March 26, 1999
--------------------------------        ------------------       ---------------
       Billy W. Ruddock                       Title                    Date

     /s/ Roger Welder                       Director              March 26, 1999
--------------------------------        ------------------       ---------------
         Roger Welder                         Title                    Date


                                       15