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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
    
                                   FORM 10-K/A      

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
For the fiscal year ended June 30, 1996
                          -------------
                                       or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
For the transition period from ______________ to __________________

                         Commission File Number 0-27142
                                                -------

                             L & B Financial, Inc.
                             ---------------------
             (Exact name of registrant as specified in its charter)

Texas                                           75-0591450
-------------------------------                 ----------------------
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)                  Identification number)

306 North Davis Street, Sulphur Springs, Texas       75482
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(Address)                                         (Zip Code)

Registrant's telephone number, including area code : (903) 885-2121
                                                     --------------

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(b) of the Act:

                     Common Stock, par value $.01 per share
                     --------------------------------------
                                (Title of Class)

Indicate by check mark whether the Registrant (1) has filed all reports required
by Section 13 or 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 the 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 the Registrant's knowledge, in definitive proxy or information
statements incorporate by reference in Part III of this Form 10-K, or any
amendment to this         Form 10-K. [ ]

As of September 19, 1996, the aggregate value of the 1,495,435 shares of Common
Stock of the Registrant issued and outstanding on such date, which excludes
88,690 shares held by all directors and officers of the Registrant as a group,
was approximately $25,142,001 (1,495,435 shares at $16.8125 per share)

                      DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents incorporated by reference and the
Part of the Form 10-K into which the document is incorporated.

(1) Portions of the Annual Report to Stockholders for the year ended June 30,
1996, are incorporated into Part II, Items 5 through 8 of this Form 10-K.

(2) Portions of the definitive proxy statement for the 1995 Annual Meeting of
Stockholders to be filed within 120 days of June 30, 1996 are incorporated into
Part III, Items 9 through 13 of this Form 10-K.