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|Maryland(State or other jurisdiction of
incorporation or organization) |  | 74-2957339(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------- |  | ----------------------------------------------

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|Title of securitiesto be registered       | Amount to beregistered | Proposed maximumoffering price per share | Proposedmaximumaggregateoffering price | Amount ofregistration fee
|----------------------------------------- | ---------------------- | ---------------------------------------- | -------------------------------------- | -------------------------
|                                          |                        |                                          |                                        |                          
|Common Stock,   $0.01 par value per share | 11,241 shares          | $12.41(1)                                | $139,501(1)                            | $13.00(1)                

|(1) | Estimated in accordance with Rule 457(h), solely for the purpose of calculating the registration fee. The shares being registered hereby
are being registered based upon the average of the high and low prices per share of the common stock on the OTC Bulletin Board of
$12.41 per share on January 25, 2002.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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The document(s) containing the information specified in Part I of Form S-8 will be sent or
given to participants in the CBCT Bancshares, Inc. 2001 Recognition and Retention Plan (the "Plan")
as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities Act").

Such document(s) are not being filed with the Commission, but constitute (along with the
documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.

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Item 3.   Incorporation of Certain Documents by Reference.

The following documents previously or concurrently filed by CBCT Bancshares, Inc. (the
"Company") with the Commission are hereby incorporated by reference into this Registration
Statement and the Prospectus to which this Registration Statement relates (the "Prospectus"), which
Prospectus has been or will be delivered to the participants in the Plan covered by this Registration
Statement:

| | (a) | the Company's Annual Report on Form 10-KSB for the year ended December 31,
2000, as amended on Form 10-KSB/A filed on June 28, 2001 (File No. 0-31125);                                                                                                                      
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                              
| | (b) | the Company's Quarterly Report on Form 10-QSB for the quarterly period ended
March 31, 2001;                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                              
| | (c) | the Company's Quarterly Report on Form 10-QSB for the quarterly period ended
June 30, 2001;                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                              
| | (d) | the Company's Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2001;                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                              
| | (e) | the Company's proxy statement for its annual meeting of stockholders held on April
25, 2001;                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                              
| | (f) | the Company's proxy statement for its special meeting of stockholders held on
November 20, 2001; and                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                              
| | (g) | the description of the common stock, par value $.01 per share, of the Company
contained in the Company's Registration Statement on Form SB-2/A (File No. 333-33102) filed on July 10, 2000, and all amendments or reports filed for the purpose
of updating such description.

This incorporation by reference of the Company's proxy statement for its annual meeting of
stockholders shall not be deemed to specifically incorporate by reference the information relating
to the audit committee report (as permitted under Item 306 of Regulation S-B).

All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c),
14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date
hereof, and prior to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Registration Statement and the Prospectus and to be a
part hereof and thereof from the date of the filing of such documents.  Any statement contained in
the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be
deemed to be modified or superseded for purposes of this Registration Statement and the Prospectus
to the extent that a statement contained herein or therein or in any other subsequently filed document

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which also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes
such statement.  Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement and the Prospectus.

The Company shall furnish without charge to each person to whom the Prospectus is
delivered, on the written or oral request of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference to the information that is incorporated).  Requests should be
directed to:  Lynn Frerich, Secretary, CBCT Bancshares, Inc., 312 Main Street, Smithville, Texas
78957, telephone number (512) 237-2482.

All information appearing in this Registration Statement and the Prospectus is qualified in
its entirety by the detailed information, including financial statements, appearing in the documents
incorporated herein or therein by reference.

Item 4.   Description of Securities.

Not applicable.

Item 5.   Interests of Named Experts and Counsel.

Not applicable.

Item 6.   Indemnification of Directors and Officers.

Article 12 of the Company's Articles of Incorporation provides for indemnification of current
and former directors and officers or individuals serving any other entity at the request of the
Company, to the fullest extent required or permitted under Maryland law.  In addition, Article 12
provides for the indemnification of other employees and agents to the extent authorized by the Board
of Directors and permitted under Maryland law.  Article 12 also provides the Company with the
authority to purchase insurance for indemnification purposes. The indemnification provisions set
forth within Article 12 are non-exclusive in nature, however, the Company shall not be liable for any
payment under Article 12 to the extent that said person entitled to be indemnified has actually
received payment under any insurance policy, agreement or otherwise of the amounts indemnifiable
under Article 12.

Section 2-418 of the General Corporation Law of the State of Maryland permits a corporation
to indemnify a person against judgments, penalties, fines, settlements and reasonable expenses unless
it is proven that (1) the conduct of the person was material to the matter giving rise to the proceeding
and the person acted in bad faith or with "active and deliberate dishonesty," (2) the person actually
received an improper benefit or (3) in the case of a criminal proceeding, the person had reason to
believe that his conduct was unlawful.

Maryland law provides that where a person is a defendant in a derivative proceeding, the
person may not be indemnified if the person is found liable to the corporation. Maryland law also
provides that a person may not be indemnified in any proceeding alleging improper personal benefit
to the person in which the person was found liable on the grounds that personal benefit was improperly received.

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Maryland law further provides that unless otherwise provided in the corporation's Articles
of Incorporation, a director or officer (but not an employee or agent) who is successful on the merits
or otherwise in defense of any proceeding must be indemnified against reasonable expenses. The
Articles of Incorporation do not otherwise provide a bar against mandatory indemnification.

Finally, Section 2-418 of the General Corporation Law also permits expenses incurred by a
person in defending a proceeding to be paid by the corporation in advance of the final disposition
of the proceeding upon the receipt of an undertaking by the director or officer to repay this amount
if it is ultimately determined that he or she is not entitled to be indemnified by the corporation
against these expenses. The person seeking indemnification of expenses must affirm in writing that
he or she believes in good faith that he or she has met the applicable standard for indemnification
of expenses.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act")
may be permitted to directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.

Item 7.   Exemption from Registration Claimed.

Not applicable.

Item 8.   Exhibits.

|Exhibit Number | Document                                                           | Reference to PriorFiling or ExhibitNumber Attached Hereto
|-------------- | ------------------------------------------------------------------ | ---------------------------------------------------------
|               |                                                                    |                                                          
|4.1            | Specimen form of common stock certificate of CBCT Bancshares, Inc. | *                                                        
|               |                                                                    |                                                          
|4.2            | Articles of Incorporation of CBCT Bancshares, Inc.                 | *                                                        
|               |                                                                    |                                                          
|4.3            | Bylaws of CBCT Bancshares, Inc.                                    | *                                                        
|               |                                                                    |                                                          
|5              | Opinion of Silver, Freedman & Taff, L.L.P.                         | Attached as Exhibit 5                                    
|               |                                                                    |                                                          
|23.1           | Consent of Silver, Freedman & Taff, L.L.P.                         | Contained in Exhibit 5                                   
|               |                                                                    |                                                          
|23.2           | Consent of Padgett, Stratemann & Co., LLP                          | Attached as Exhibit 23.2                                 
|               |                                                                    |                                                          
|24             | Power of Attorney                                                  | Contained on Signature Page                              
|               |                                                                    |                                                          
|99             | CBCT Bancshares, Inc. 2001 Recognition andRetention Plan           | **                                                       

|*  | Filed as exhibit to the Company's Form SB-2 registration statement filed on March 23, 2000 (File No. 333-33102) and incorporated herein by
reference.                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------
|** | Filed as an exhibit to the Company's definitive proxy statement for its special meeting of stockholders held on November 20, 2001 and incorporated herein by reference.

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Item 9.   Undertakings.

| | (a) | The undersigned Registrant hereby undertakes:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
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| |     | (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |     | (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     | (3)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | (b) | The undersigned Registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

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| | (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be
permitted to directors, officers and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant of expenses
incurred or paid by a director, officer or controlling person in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of such issue.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and the Registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Smithville, State of Texas, on January 29, 2002.

| |     | **CBCT BANCSHARES, INC.**                                                                                    
| | --- | -------------------------------------------------------------------------------------------------------------
| | By: | /s/   Brad M. HurtaBrad M. Hurta, President and Chief   Executive Officer
   (Duly Authorized Representative)

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Brad M. Hurta, his true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all said attorney-in-fact and agent or his
substitutes or substitute may lawfully do or cause to be done by virtue hereof.

|/s/   Brad M. HurtaBrad M. Hurta, President, Chief Executive   Officer and Director *(Principal ExecutiveOfficer)* |  | /s/   James A. CowanJames A. Cowan, Director                                                                                     
|------------------------------------------------------------------------------------------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------
|Date:   January 29, 2002                                                                                           |  | Date:   January 29, 2002                                                                                                         
|/s/   Mike C. ManeyMike C. Maney, Director                                                                         |  | /s/   Georgina ChronisGeorgina Chronis, Director                                                                                 
|Date:   January 29, 2002                                                                                           |  | Date:   January 29, 2002                                                                                                         
|/s/   Rodney E. LangerRodney E. Langer, Director                                                                   |  | /s/   Gorndon N. FowlerGordon N. Fowler, Director                                                                                
|Date:   January 29, 2002                                                                                           |  | Date:   January 29, 2002                                                                                                         
|/s/   Barry W. HannahBarry W. Hannah, Director                                                                     |  | /s/   Lynn FrerichLynn Frerich, Executive Vice President andChief Operating Officer *(Principal Financial*and Accounting Officer)
|Date:   January 29, 2002                                                                                           |  | Date:   January 29, 2002                                                                                                         

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|Exhibit Number | Document                                  
|-------------- | ------------------------------------------
|               |                                           
|               |                                           
|5              | Opinion of Silver, Freedman & Taff, L.L.P.
|               |                                           
|23.2           | Consent of Padgett, Stratemann & Co.      
|               |                                           

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