<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 8-K/A

                                CURRENT REPORT

                    PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

               Date of Report (Date of earliest event reported)
                                August 16, 1996

                            FORT BEND HOLDING CORP.
       -----------------------------------------------------------------
            (Exact name of Registrant as specified in its Charter)


          DELAWARE                    0-21328                  76-0391720      
-----------------------------  ---------------------    -----------------------
(State or other jurisdiction   (Commission File No.)         (IRS Employer     
      of incorporation)                                  Identification Number) 


     3400 AVENUE H, ROSENBERG, TEXAS                        77471-3808
----------------------------------------                  -------------
(Address of principal executive offices)                    (Zip Code) 

                                             
      Registrant's telephone number, including area code: (713) 342-5571
   ------------------------------------------------------------------------

                                                   
   ------------------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

    (a) Financial statements of business acquired


<PAGE>
 
[COOPERS & LYBRAND LETTERHEAD APPEARS HERE]




                    FIRSTBANC SAVINGS ASSOCIATION OF TEXAS
                             FINANCIAL STATEMENTS
                    WITH REPORT OF INDEPENDENT ACCOUNTANTS
                  FOR THE YEARS ENDED APRIL 30, 1996 AND 1995
<PAGE>
 
TABLE OF CONTENTS

<TABLE> 
<CAPTION> 
                                                                                  Page
<S>                                                                              <C> 
Report of Independent Accountants                                                   1

Financial Statements:

  Statement of Financial Condition as of April 30, 1996 and 1995                    2

  Statement of Income for the years ended April 30, 1996 and 1995                   3

  Statement of Changes in Stockholders' Equity for the years ended 
    April 30, 1996 and 1995                                                         4

  Statement of Cash Flows for the years ended April 30, 1996 and 1995               5

  Notes to Financial Statements                                                     6
</TABLE> 
<PAGE>
 
[COOPERS & LYBRAND LETTERHEAD APPEARS HERE]


REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors
FirstBanc Savings Association of Texas:

We have audited the accompanying statements of financial condition of
FirstBanc Savings Association of Texas (the "Association") as of April 30, 1996
and 1995 and the related statements of income, changes in stockholders' equity
and cash flows for the years then ended.  These financial statements are the
responsibility of the Association's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

As discussed in Note 17, in May 1996, the Association entered into an
agreement to be acquired by Fort Bend Holding Corp.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of the Association as of April
30, 1996 and 1995 and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.


/s/ COOPERS & LYBRAND L.L.P.


Houston, Texas
July 12, 1996
<PAGE>
 
FirstBanc Savings Association of Texas
Statement of Financial Condition
April 30, 1996 and 1995

<TABLE> 
<CAPTION> 

ASSETS                                                                           1996                    1995     
                                                                              -----------             -----------
<S>                                                                           <C>                     <C> 
Cash and cash equivalents                                                     $ 6,224,248             $ 1,246,934 
Certificates of deposit                                                                                   199,641 
Investment securities held to maturity                                                                    989,091 
Mortgage-backed securities held to maturity                                                             4,512,103 
Mortgage loans held for sale                                                      259,096                 339,050 
Loans receivable, net                                                          22,810,780              26,615,017 
Office premises and equipment, net                                                608,083                 624,348 
Accrued interest receivable                                                       239,693                 334,037 
Real estate owned                                                                 735,879                 210,830 
Federal Home Loan Bank stock, at cost                                             364,300                 342,000 
Prepaid expenses and other assets                                                 163,794                 101,372 
Income taxes receivable                                                            21,585                  40,911 
Deferred income taxes                                                              35,604                  56,209 
                                                                              -----------             -----------
                        Total assets                                          $31,463,062             $35,611,543 
                                                                              ===========             ===========
                                                                                                                 
LIABILITIES AND STOCKHOLDERS' EQUITY 
                                                                                                                 
Deposits                                                                      $28,095,387             $29,850,540 
Borrowings                                                                                              2,400,000 
Advances from borrowers for taxes and insurance                                    93,454                 125,429 
Accrued interest payable                                                           68,482                  90,727 
Other liabilities                                                                 124,659                 172,475 
                                                                              -----------             -----------
                                                                                                                 
                        Total liabilities                                      28,381,982              32,639,171 
                                                                              -----------             -----------
                                                                                                                 
Commitments and contingencies                                          
                                                                                                                 
Stockholders' equity:                                                                                                            
        Common stock, $5.00 par value, 500,000 shares authorized                
                300,000 shares issued and outstanding                           1,500,000               1,500,000 
        Additional paid-in capital                                              1,725,000               1,725,000 
        Accumulated deficit                                                      (143,920)               (252,628) 
                                                                              -----------             -----------
                                                                                                                 
                        Total stockholders' equity                              3,081,080               2,972,372 
                                                                              -----------             -----------
                                                                                                                 
                           Total liabilities and stockholders' equity         $31,463,062             $35,611,543 
                                                                              ===========             ===========
</TABLE> 

The accompanying notes are an integral part of the financial statements.

                                       2
<PAGE>
 
FirstBanc Savings Association of Texas
Statement of Income 
for the years ended April 30, 1996 and 1995

<TABLE> 
<CAPTION> 
                                                                                1996                    1995     
                                                                            ----------               ----------
<S>                                                                         <C>                      <C> 
Interest income:                                                                                                                 
        Loans                                                               $2,542,579               $2,536,643 
        Investments                                                            343,558                  345,337 
                                                                            ----------               ----------
              Total interest income                                          2,886,137                2,881,980 
                                                                            ----------               ----------
                                                                                                                 
Interest expense:                                                                                                                
        Time deposits                                                          933,318                  850,621 
        Savings deposits                                                       221,562                  229,367 
        Demand deposits                                                         66,564                   69,714 
        Borrowed funds                                                          44,822                   43,986 
                                                                            ----------               ----------
                                                                                                                 
              Total interest expense                                         1,266,266                1,193,688 
                                                                            ----------               ----------
                                                                                                                 
              Net interest income                                            1,619,871                1,688,292 
                                                                                                                 
Provision for loan losses                                                      144,000                   51,206 
                                                                            ----------               ----------
                                                                                                                 
              Net interest income after provision for loan losses            1,475,871                1,637,086 
                                                                            ----------               ----------
                                                                                                                 
Noninterest income:                                                                                                              
        Income from mortgage loan sales                                        109,180                  131,227 
        Service fee income                                                     183,366                  165,322 
        Other income                                                           157,298                   19,586 
                                                                            ----------               ----------
                                                                                                                 
              Total noninterest income                                         449,844                  316,135 
                                                                            ----------               ----------
                                                                                                                 
Noninterest expense:                                                                                                             
        Personnel salaries and benefits                                        672,084                  732,701 
        Occupancy                                                              199,254                  190,117 
        Deposit insurance premiums                                              76,748                   80,934 
        Real estate owned                                                      139,781                   53,319 
        Other operating                                                        676,712                  762,069 
                                                                            ----------               ----------
                                                                                                                 
              Total noninterest expense                                      1,764,579                1,819,140 
                                                                            ----------               ----------
                                                                                                                 
              Income before income taxes                                       161,136                  134,081 
                                                                                                                 
Income tax expense                                                              52,428                   46,353 
                                                                            ----------               ----------
                                                                                                                 
              Net income                                                    $  108,708               $   87,728 
                                                                            ==========               ==========
</TABLE> 

The accompanying notes are an integral part of the financial statements.

                                       3
<PAGE>
 
FirstBanc Savings Association of Texas
Statement of Changes in Stockholders' Equity
for the years ended April 30, 1996 and 1995

<TABLE> 
<CAPTION> 
                                                                                              Unrealized 
                                            Common Stock          Additional                   Loss on   
                                       ----------------------       Paid-In     Accumulated  Available for
                                        Shares        Amount        Capital       Deficit   Sale Securities      Total    
                                       -------      ----------    -----------   ----------- ---------------   ------------
<S>                                    <C>          <C>            <C>           <C>         <C>               <C> 
Balance at April 30, 1994              300,000      $1,500,000     $1,725,000    $(340,356)                    $2,884,644 
                                                                                                                  
Net income                                                                          87,728                         87,728 
                                       -------      ----------     ----------    ---------                     ----------
Balance at April 30, 1995              300,000       1,500,000      1,725,000     (252,628)                     2,972,372 
                                                                                                                  
Transfer of securities                                                                                            
  held to maturity to                                                                                             
  securities available for                                                                                        
  sale; net of taxes of                                                                                           
  $7,849                                                                                          $ 15,236                   
                                                                                                                  
Net change in unrealized                                                                                          
  loss on securities                                                                                              
  available for sale                                                                               (15,236)                         

                                                                                                                  
                                                                                                                  
Net income                                                                         108,708                        108,708 
                                       -------      ----------     ----------    ---------        ---------    ----------
Balance at April 30, 1996              300,000      $1,500,000     $1,725,000    $(143,920)       $     --     $3,081,080 
                                       =======      ==========     ==========    =========        =========    ==========
</TABLE> 

The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>
 
FirstBanc Savings Association of Texas
Statement of Cash Flows
for the years ended April 30, 1996 and 1995

<TABLE> 
<CAPTION> 

                                                                                            1996                    1995     
                                                                                         -----------             -----------
<S>                                                                                      <C>                     <C> 
Operating activities:                                                                                                            
   Net income                                                                            $   108,708             $    87,728 
   Adjustments to reconcile net income to net cash provided by operating activities:        
       Provision for losses on loans and real estate                                         268,736                  82,376 
       Depreciation                                                                           89,467                  80,329 
       Amortization of deferred fees, net                                                    104,557                 124,522 
       Amortization of premiums                                                               15,596                  22,448 
       Loss on sale of investment securities held for sale                                    37,834                   
       Gain on sale of mortgage-backed securities held for sale                              (17,561)                         
       Gain on sale of other assets                                                          (40,852)                         
       (Gain) loss on sale of office premises and equipment                                   (3,362)                  6,988 
       Gain (loss) on sale of real estate owned                                              (17,022)                 21,529 
       Dividends on Federal Home Loan Bank stock                                             (22,300)                (17,500) 
       Deferred income tax expense                                                            20,605                  46,353 
   Decrease in mortgage loans held for sale                                                   79,954                 106,450 
   Decrease (increase) in accrued interest receivable                                         94,344                (106,246) 
   (Increase) decrease in prepaid expenses and other assets                                  (82,949)                 59,066 
   Decrease (increase) in income taxes receivable                                             19,326                 (40,911) 
   (Decrease) increase in accrued interest payable                                           (22,245)                 24,942 
   Decrease in income taxes payable                                                                                  (24,318) 
   (Decrease) increase in other liabilities                                                  (47,816)                 72,396 
                                                                                         -----------             -----------
                                                                                                                 
              Net cash provided by operating activities                                      585,020                 546,152 
                                                                                         -----------             -----------
                                                                                                                 
Cash flows from investing activities:                                                                                
   Decrease (increase) in loans receivable                                                 2,623,351              (2,608,029) 
   Proceeds from sale of real estate owned                                                   387,002                 204,185 
   Purchases and improvements to real estate owned                                           (87,436)                 (2,217) 
   Purchases of office premises and equipment                                                (87,340)                (37,934) 
   Proceeds from sale of office equipment                                                     17,500                   
   Proceeds from sale of investment securities held for sale                                 953,438                          
   Purchases of mortgage-backed securities                                                                        (1,967,364) 
   Proceeds from sales of mortgage-backed securities                                       3,984,392                        
   Proceeds from sale of other assets                                                         61,380                   
   Principal payments on mortgage-backed securities                                          527,494                 618,927 
   Maturities of certificates of deposit                                                     199,641                 594,000 
                                                                                         -----------             -----------
                                                                                           
               Net cash provided by (used by) investing activities                         8,579,422              (3,198,432) 
                                                                                         -----------             -----------
                                                                                                                 
Cash flows from financing activities:                                                                             
   Decrease in deposits                                                                   (1,755,153)             (1,946,716) 
   Decrease in advances from borrowers for taxes and insurance                               (31,975)                (38,841) 
   (Decrease) increase in borrowings                                                      (2,400,000)              2,400,000 
                                                                                         -----------             -----------
                                                                                          
                Net cash provided by (used by) financing activities                       (4,187,128)                414,443 
                                                                                         -----------             -----------
                                                                                                                 
Increase (decrease) in cash and cash equivalents                                           4,977,314              (2,237,837) 
                                                                                                                 
Cash and cash equivalents, beginning of year                                               1,246,934               3,484,771 
                                                                                         -----------             -----------
Cash and cash equivalents, end of year                                                   $ 6,224,248             $ 1,246,934 
                                                                                         ===========             ===========
</TABLE> 

The accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>
 
FIRSTBANC SAVINGS ASSOCIATION OF TEXAS
NOTES TO FINANCIAL STATEMENTS


1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:


The accounting policies followed by FirstBanc Savings Association of Texas,
(the "Association"), are summarized below:

Nature of Operations

The Association is principally engaged in the business of attracting retail
deposits from the general public and investing those funds in first mortgage
single-family residential loans, residential construction loans and consumer
loans.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the dates of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Actual results could differ from those estimates.

Cash Equivalents

Cash equivalents include amounts due from other financial institutions,
federal funds sold, and short-term liquid investments with original maturities
of three months or less.  Short term investments are carried at cost.

Securities

Investment and mortgage-backed securities held to maturity are carried at
cost and adjusted for amortization of premiums and accretion of discounts as
the Association has the intent and ability to hold them to maturity.  Premiums
and discounts are amortized/accreted using the level-yield method.

Available for sale securities are carried at market value.  Unrealized gains
and losses, net of tax, are recorded as a component of stockholders' equity. 
Realized gains and losses on sales of securities, as determined on a specific
identification basis, are recognized in the statement of income as they occur.

                                       6
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED


1.  Summary of Significant Accounting Policies, continued:

Securities, continued

Transfers of securities between classifications are accounted for at fair
value.  In November 1995, the Financial Accounting Standards Board issued "A
Guide to Implementation of Statement 115 on Accounting for Certain Investments
in Debt and Equity Securities" which provided a one-time opportunity to
reassess the appropriateness of the classification of all securities.  Based on
such reassessment, all investment securities and mortgage-backed securities
with an aggregate amortized cost and unrealized loss of approximately
$5,085,000 and $23,000, respectively, classified as held-to-maturity were
transferred to the available for sale classification on December 31, 1995.  The
unrealized loss at the date of transfer was recorded, net of tax, as a
component of stockholders' equity.

Securities Sold Under Agreements to Repurchase

The Association enters into sales of securities under agreements to
repurchase (reverse repurchase agreements).  Fixed coupon reverse repurchase
agreements are treated as financing arrangements, and obligations to repurchase
securities sold are reflected as a liability in the statement of financial
condition.  The dollar amounts of securities underlying the agreements are
recorded in the respective asset accounts.

Mortgage Loans Held for Sale

Mortgage loans originated and intended for sale in the secondary market are
carried at the lower of cost or estimated market value in the aggregate. 
Market value is determined based upon the contractual sales price.  Net
unrealized losses are recognized in a valuation allowance by charges to income.
If loans receivable are transferred to loans held for sale, the lower of cost
or market is applied immediately.

Loans Receivable

Loans are stated at the amount of unpaid principal balances, net of the
allowance for loan losses, undisbursed portion of loans and deferred loan fees.
The allowance for loan losses is increased by charges to income and decreased
by charge-offs (net of recoveries).

Accrual of interest is discontinued on a loan when management believes,
after considering economic and business conditions and collection efforts, that
the borrower's financial condition is such that collection of interest is
doubtful.  Interest income on such loans is then recognized only to the extent
that cash is received and where the future collection of principal is
probable.

                                       7
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

 1.     Summary of Significant Accounting Policies, continued:

Allowance for Loan Losses

The Association adopted Statement of Financial Accounting Standards No. 114
("SFAS 114"), "Accounting by Creditors for Impairment of a Loan" as of May 1,
1995.  Under SFAS 114, a loan is considered impaired, based on current
information and events, if it is probable that the Association will be unable
to collect the scheduled payments of principal or interest when due according
to the contractual terms of the loan agreement.  The measurement of impaired
loans and related allowance for loan losses is based on the present value of
expected future cash flows discounted at the loan's effective interest rate or
based on the fair value of the collateral if the loan is collateral dependent. 
As permitted by SFAS 114, smaller-balance homogenous loans consisting of
residential mortgages and consumer loans are evaluated for reserves
collectively based on historical loss experience.  The adoption of SFAS 114 had
no material impact on the Association's financial statements as the
Association's existing policy of measuring loan impairment was generally
consistent with methods prescribed by SFAS 114.

The allowance for loan losses represents management's best estimate of
future losses which may be sustained when existing loans become due, based upon
past loan loss experience, known and inherent risks in the portfolio, adverse
situations that may affect the borrower's ability to repay, the estimated value
of any underlying collateral, and current economic conditions.  Because of
changing economic conditions, the valuations determined from such estimates and
appraisals may also change.  Accordingly, losses may ultimately be incurred in
amounts different from management's current estimates.  Additionally, the
Association is subject to regulatory examinations and may be directed to record
loss allowances by regulatory authorities.  Adjustments to the allowance for
estimated losses will be reported in the period such adjustments become known
or are reasonably estimable.  

The allowance for loan losses is established through charges to operations
in the form of a provision for loan losses.  Increases and decreases in the
allowance due to changes in the measurement of the impaired loans are included
in the provision for loan losses.  Loans continue to be classified as impaired
unless they are brought fully current and the collection of scheduled interest
and principal is considered probable.  When a loan is determined to be
uncollectible, the portion deemed uncollectible is charged against the
allowance and subsequent recoveries if any are credited to the allowance.

                                       8
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

1.      Summary of Significant Accounting Policies, continued:

Loan Origination Fees, Commitment Fees and Related Costs

Loan fees and certain direct loan origination costs are deferred, and the
net fee or cost is recognized as an adjustment to interest income using a
method which approximates the level-yield method over the contractual life of
the loans, adjusted for estimated prepayments based on the Association's
historical prepayment experience.  Commitment fees and costs relating to
commitments, the likelihood of exercise of which is remote, are recognized over
the commitment period on a straight-line basis.  If the commitment is
subsequently exercised during the commitment period, the remaining unamortized
commitment fee at the time of exercise is recognized over the life of the loan
as an adjustment of yield.

Office Premises and Equipment

Office premises and equipment are stated at cost less accumulated
depreciation.  For financial accounting purposes, depreciation is provided
using the straight-line method over the estimated useful lives of the assets,
which range from three to twenty years.  Maintenance, repairs and minor
replacements are expensed when incurred.  The cost and accumulated depreciation
relating to assets retired or otherwise disposed of are eliminated from the
accounts, and any resultant gains or losses are credited or charged to
operations.

Real Estate Owned

Real estate properties acquired through, or in lieu of, loan foreclosure are
initially recorded at the lower of the outstanding loan balance or fair value. 
Subsequent to foreclosure, real estate owned is carried at the lower of the
property's new basis or its fair value less estimated selling costs.  Costs
related to development or improvement of properties are capitalized as
incurred, provided that such costs do not cause the carrying value of the
property to exceed the fair value.  Costs related to the holding of the
property are expensed.  Losses upon foreclosure are charged to the allowance
for loan losses.  Valuation adjustments subsequent to foreclosure are charged
to expense through the establishment of a valuation reserve.

Income Taxes

Deferred income taxes are recognized for the tax consequences in future
years of differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end based on enacted tax laws and
statutory tax rates applicable to the periods in which the differences are
expected to affect taxable income.  Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized. 
Income tax expense includes the tax payable for the period and the change
during the period in deferred tax assets and liabilities.

                                       9
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

1.     Summary of Significant Accounting Policies, continued:

Impact of New Accounting Standards

In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of "
("SFAS 121").  The Association is required to adopt SFAS 121 on May 1, 1996. 
Management has determined the adoption of SFAS 121 will not have a material
impact on the Association's financial position, results of operations or cash
flows.

In May 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 122, "Accounting for Mortgage Servicing
Rights ("SFAS 122").  SFAS 122 amends SFAS 65, "Accounting for Certain Mortgage
Banking Activities", to require that a mortgage banking enterprise recognize as
separate assets rights to service mortgage loans for others, however those
servicing rights are acquired.  The Association is required to adopt SFAS 122
on May 1, 1996.  Management has determined the adoption of SFAS 122 will not
have a material impact on the Association's financial position, results of
operations or cash flows.

2.     Investment Securities:

The carrying value and estimated market value of investment securities,
consisting of U.S. Government and agency obligations, are as follows:

                                                 April 30, 1995               
                                    ----------------------------------------- 
                                                  Gross Unrealized  Estimated 
                                     Amortized   ------------------   Market  
                                       Cost       Gains     Losses    Value    
                                    ----------   ------     ------- --------- 
Held to maturity                     $989,091     $         $81,891  $907,200 


The Association held no investment securities at April 30, 1996.

Proceeds from sales of investment securities during 1996 were $953,438 and
gross losses of $37,834 were realized on those sales during the year.  There
were no sales of investment securities during 1995.

                                      10
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

3. Mortgage-Backed Securities:

The amortized cost and estimated market value of mortgage-backed securities
are as follows:

<TABLE> 
<CAPTION> 
                                                    April 30, 1995              
                                    -----------------------------------------------
                                                  Gross Unrealized       Estimated
                                     Amortized   -------------------       Market  
                                       Cost       Gains      Losses        Value   
                                    ----------   ------      -------    ----------- 
<S>                                 <C>          <C>        <C>         <C>  
FNMA certificates                   $1,457,068   $          $ (80,082)  $1,376,986 
FHLMC certificates                   3,055,035                (49,734)   3,005,301 
                                    ----------   --------   ---------   ----------
Total mortgage-backed                                                   
  securities                        $4,512,103   $          $(129,816)  $4,382,287 
                                    ==========   ========   =========   ==========
</TABLE> 

The Association held no mortgage-backed securities at April 30, 1996.

Proceeds from sales of mortgage-backed securities during 1996 were
$3,984,392 and gross gains and losses of $65,682 and $48,121, respectively,
were realized on those sales during the year.  There were no sales of
mortgage-backed securities during 1995.

4.     Loans Receivable:

Loans by major category at April 30, 1996 and 1995 are summarized as follows:

<TABLE> 
<CAPTION> 
                                                                       1996                       1995     
                                                                   -----------                 -----------
<S>                                                                <C>                         <C>               
Commercial loans                                                   $   244,185                 $   244,328 
Consumer loans                                                         974,486                   1,390,052 
Mortgage loans (approximately $9.2 million and $9.0                                             
  million, respectively, are single family residential)             11,848,473                  14,497,181 
Construction loans                                                  14,238,730                  15,613,825 
                                                                   -----------                 -----------
                                                                    27,305,874                  31,745,386 
Less:                                                                                    
  Undisbursed portion of loans                                       4,064,589                   4,804,158 
  Allowance for loan losses                                            337,555                     201,193 
  Deferred loan fees, net of related costs                              92,950                     125,018 
                                                                   -----------                 -----------
      Total loans, net                                             $22,810,780                 $26,615,017 
                                                                   ===========                 ===========
</TABLE> 

                                      11
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

4.     Loans Receivable, continued:

Changes in the allowance for loan losses for the years ended April 30, 1996
and 1995 are as follows:

<TABLE> 
<CAPTION> 

                                                    1996                     1995     
                                                  --------                 ---------
<S>                                               <C>                      <C> 
Balance, beginning of year                        $201,193                 $ 494,175 
Provision charged to income                        144,000                    51,206 
Charge-offs and recoveries, net                     (7,638)                 (344,188) 
                                                  --------                 ---------                             
Balance, end of year                              $337,555                 $ 201,193 
                                                  ========                 ========= 
</TABLE> 

The Association originates construction, residential, commercial and
consumer loans primarily to customers in the greater Houston, Texas area and,
accordingly, a substantial portion of its debtors' ability to honor their
contracts is dependent upon the local Houston economy and real estate market. 
The Association evaluates each customer's credit worthiness on a case-by-case
basis.  The amount of collateral obtained, if deemed necessary upon extension
of credit, is based on management's credit evaluation of the counterparty. 
Collateral obtained upon funding of the commitment consists primarily of
residential and commercial real estate.

Nonaccrual loans for which interest has been reduced totaled approximately
$1,167,000 at April 30, 1995.  Interest income which has not been recognized as
a result of such loans totaled approximately $28,000 at April 30, 1995.  There
were no nonaccrual loans at April 30, 1996.

Restructured loans totaled approximately $931,000 and $1,106,000 at April
30, 1996 and 1995, respectively.  If interest on restructured loans had been
recognized at the original rates, interest income would have been increased by
approximately $2,200 and $23,000 for the years ended April 30, 1996 and 1995,
respectively.  Interest income related to the restructured loans amounted to
approximately $89,000 and $99,000 for the years ended April 30, 1996 and 1995,
respectively.  There are no commitments to lend additional funds to borrowers
whose loans have been restructured.

The following table summarizes impaired loan information at April 30, 1996:
                                                        
      Impaired loans                                   $999,158
      Impaired loans for which no specific reserve      
        is required under SFAS 114                      999,158


The allowance for loan losses related to impaired loans totaled
approximately $50,000 at April 30, 1996.  The average recorded investment on
impaired loans during the year was approximately $887,000 and $89,000 of
interest income on impaired loans was recognized using the cash basis method
during 1996.

                                      12
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

4.     Loans Receivable, continued:

In the normal course of business, the Association has outstanding
commitments to extend credit which are not reflected in the financial
statements.  Officials of the Association do not anticipate losses as a result
of these transactions.  The Association had outstanding unfunded loan
commitments or lines of credit totaling $1,339,880 and $2,884,384 at April 30,
1996 and 1995, respectively, substantially all of which are construction loan
related.

5.     Office Premises and Equipment:

Office premises and equipment at April 30, 1996 and 1995 are summarized as
follows: 

<TABLE> 
<CAPTION> 
                                                                  1996                    1995     
                                                               ----------              ----------                
       <S>                                                     <C>                     <C> 
       Land                                                    $  218,907              $  218,907 
       Drive-in facilities and improvements                       333,326                 333,326 
       Furniture and equipment                                    673,027                 612,345 
                                                               ----------              ----------
                                                                1,225,260               1,164,578 
       Less accumulated depreciation                              617,177                 540,230 
                                                               ----------              ----------
                                                               $  608,083              $  624,348 
                                                               ==========              ==========
</TABLE> 

Depreciation expense on office premises and equipment was $89,467 and
$80,329 for the years ended April 30, 1996 and 1995, respectively.

                                      13
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

6.     Real Estate Owned:

Real estate owned at April 30, 1996 and 1995 is summarized as follows:

<TABLE> 
<CAPTION> 
                                                                 1996                     1995     
                                                              ---------                 --------
    <S>                                                       <C>                       <C> 
    Real estate acquired in settlement of loans:                                         
      Single family residential properties                     $469,958                 $210,830 
      Commercial property                                       265,921                          
                                                               --------                 --------
                                                               $735,879                 $210,830 
                                                               ========                 ========
</TABLE> 
        
Changes in the allowance for real estate losses for the years ended April
30, 1996 and 1995 are as follows:

<TABLE> 
<CAPTION> 
                                                                  1996                     1995     
                                                                ---------                --------
    <S>                                                         <C>                      <C> 
    Balance, beginning of year                                  $     --                 $ 11,958 
    Provision charged to operations                               124,736                  31,170 
    Losses charged against allowance                             (124,736)                (43,128) 
                                                                ---------                --------
    Balance, end of year                                        $      --                $     --
                                                                =========                ========
</TABLE> 

The Association has entered into a contract for the sale of its commercial
real estate property.  The sale was scheduled to close on June 30, 1996;
however, closing has been postponed due to a dispute regarding easement access.
The ultimate outcome of the dispute and the effect, if any, on the carrying
value of the property cannot be determined.

7.     Deposits:

Deposits at April 30, 1996 and 1995 are summarized as follows:

<TABLE> 
<CAPTION> 
                                               RATE AT                                                         
                                               APRIL 30,                                                       
         ORIGINAL MATURITY                       1996                    1996                    1995    
        -------------------                   -----------           -----------              -----------
<S>                                           <C>                   <C>                      <C> 
Interest-bearing demand and savings                                                              
 account                                                            $10,440,969              $11,322,257 
Certificates of deposit:                                                                         
  7 - 89 days                                  3.36%                     33,081                   87,698 
  90 - 179 days                                3.94%-4.52%              616,744                  625,705 
  180 - 364 days                               4.5%-5.67%             1,369,721                2,137,142 
  1 - 2 years                                  3.94%-6.95%            6,459,929                9,297,140 
  Greater than two years                       4.25%-9.00%            6,895,430                4,742,681 
                                                                    -----------              -----------
Total interest-bearing deposits                                      25,815,874               28,212,623 
Demand deposits                                                       2,279,513                1,637,917 
                                                                    -----------              -----------
     Total deposits                                                 $28,095,387              $29,850,540 
                                                                    ===========              ===========
</TABLE> 

                                      14
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

7.  Deposits, continued:

The aggregate amount of short-term certificates of deposit with a minimum
denomination of $100,000 was approximately $2,901,000 and $1,777,000 at April
30, 1996 and 1995, respectively.

The weighted average stated interest rates for all deposits was 4.38% and
3.62% at April 30, 1996 and 1995, respectively.

8. Borrowings:

Borrowings at April 30, 1995 consist of $2,400,000 of securities sold under
agreements to repurchase with the Federal Home Loan Bank of Dallas.  These
agreements matured in May 1995 and had a stated interest rate of 5.98%.  These
agreements were collateralized by certain mortgage-backed securities which were
maintained in safekeeping by the Federal Home Loan Bank of Dallas.  There were
no securities sold under agreements to repurchase at April 30, 1996.

9. Income Taxes:

The types of temporary differences between the tax bases of assets and
liabilities and their financial reporting amounts that give rise to a
significant portion of the deferred tax asset and liability and their
approximate tax effects are as follows:

<TABLE> 
<CAPTION> 
                                                 April 30, 1996                   April 30, 1995                          
                                         ----------------------------      -----------------------------
                                          Temporary            Tax           Temporary            Tax   
                                         Difference           Effect        Difference           Effect 
                                         ----------         ---------      -----------        ----------
<S>                                      <C>                <C>            <C>                 <C> 
Allowance for loan losses                 $337,555          $114,768        $201,193           $  68,405 
Investment securities                                                         14,427               4,905 
Alternative minimum tax credit                                                                         
  carryforward                                                13,999                              41,636 
Net operating losses                                                         177,053              60,198 
                                          --------          --------        --------           ---------
     Deferred tax assets                  $337,555           128,767        $392,673             175,144 
                                          ========          --------        ========           ---------
                                                                                                 
Accumulated depreciation                  $ 99,048           (33,676)       $119,747             (40,714) 
Tax reserve for loan losses                155,654           (52,923)        188,249             (64,005) 
Conversion from cash to accrual                                                                  
  accounting                                                                  34,148             (11,610) 
Prepaid insurance                           19,307            (6,564)          7,665              (2,606) 
                                          --------          --------        --------           ---------
                                                                                                  
Deferred tax liabilities                  $274,009           (93,163)       $349,809            (118,935) 
                                          ========          --------        ========           ---------
                                                                                                
Net deferred tax asset                                      $ 35,604                           $  56,209 
                                                            ========                           =========
</TABLE> 

                                      15
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

9. Income Taxes, continued:

The components of federal income tax expense are as follows:

<TABLE> 
<CAPTION> 

                                1996              1995     
                               -------          -------
   <S>                         <C>              <C>       
   Current                     $31,823                   
   Deferred                     20,605          $46,353 
                               -------          -------
                               $52,428          $46,353 
                               =======          =======
</TABLE> 

Total income tax expense differed from the amounts computed by applying the
federal statutory rate to pre-tax income as follows:

<TABLE> 
<CAPTION> 
                                                           1996             1995     
                                                         --------         -------
   <S>                                                   <C>              <C> 
   Tax expense computed by applying the federal                                                                                     

     statutory rate                                      $54,786          $45,588 
   Over accrual of taxes in prior years                   (2,921)                          
   Other                                                     563              765 
                                                         -------          -------
       Total income tax expense                          $52,428          $46,353 
                                                         =======          =======
</TABLE> 

The Association had alternative minimum tax credit carryforwards of
approximately $14,000 at April 30, 1996 that may be carried forward
indefinitely to reduce future income taxes in years when the Association's
regular income tax exceeds its alternative minimum tax. 

10. Related Party Transactions:

In the normal course of business, the Association enters into loans and
other transactions with officers, directors, and other related parties.  Loans
outstanding to employees, officers, directors, and their affiliated entities
totaled approximately $480,000 and $619,000 as of April 30, 1996 and 1995,
respectively.  Funds on deposit from employees, officers, directors and their
affiliated entities approximated $348,000 and $428,000 as of April 30, 1996 and
1995, respectively.  Payment for services to directors and their affiliated
entities totaled approximately $23,000 and $91,000 during the years ended April
30, 1996 and 1995, respectively.

                                      16
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

11.  Employee Stock Ownership Plan:

During the year ended April 30, 1988, the Association established a
leveraged Employee Stock Ownership Plan (ESOP) for the benefit of its
employees.  A trust was formed for the ESOP which was administered by an
Administrative Committee designated by the board of directors.  The ESOP
purchased (or expected to purchase) shares of the Association's common stock
with borrowed funds.  These borrowings were collateralized by the Association's
common stock and guaranteed by certain stockholders of the Association.  The
Association was committed to make future contributions to the ESOP sufficient
to meet future principal and interest payments and thus reported the unpaid
balance of these borrowings as a liability and a deduction from stockholders'
equity.

During the fiscal year ended April 30, 1994, at the direction of the
Association's regulatory authorities a new trustee was appointed for the ESOP
and certain directors paid $363,979 to the ESOP to purchase Association stock
owned by the ESOP, enabling it to pay off all outstanding debt and eliminate
any future obligation of the Association to buy stock back from the ESOP. 
During the fiscal year ended April 30, 1995, the ESOP made application to the
Internal Revenue Service ("IRS") to terminate the plan and approval for the
termination was received during the fiscal year ended April 30, 1996.  As of
April 30, 1996, all remaining funds of the ESOP were disbursed to the qualified
employees.  The Association is indemnified by a former officer and director for
certain expenses, including taxes, that may be incurred as a result of the IRS
review of the plan for termination.

12. Employee Benefit Plan:

A profit sharing plan covering substantially all employees has been
established which is a qualified plan under Section 401(k) of the Internal
Revenue Code.  Contributions to the profit sharing plan are determined by the
board of directors.  Employees may also make contributions to the profit
sharing plan based upon a percentage of qualified compensation in accordance
with the Internal Revenue Service rules and regulations.  Contributions made to
the plan by the Association were $5,828 and $8,024 for 1996 and 1995,
respectively.

13. Fair Value of Financial Instruments:

Statement of Financial Accounting Standards No. 107, "Disclosures about Fair
Value of Financial Instruments" ("SFAS 107") requires all entities to disclose
the estimated fair value of certain on- and off-balance sheet financial
instruments.  

                                      17
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

13. Fair Value of Financial Instruments, continued:

In many instances, the assumptions used in estimating fair values were based
upon subjective assessments of market conditions and perceived risks of the
financial instruments at a certain point in time.  The fair value estimates can
be subject to significant variability with changes in assumptions. 
Furthermore, these fair value estimates do not reflect any premium or discount
that could result from offering for sale at one time the Association's entire
holdings of a particular financial instrument, nor are the tax ramifications
related to the realization of unrealized gains and losses permitted to be
considered in the estimation of fair value.  In addition, fair value estimates
are based solely on existing on- and off-balance sheet financial instruments
without attempting to estimate the value of anticipated future business and the
value of assets and  liabilities that are not considered financial instruments.
Examples would include portfolios of loans serviced for others, investments in
real estate, premises and equipment, and deferred tax assets.  Fair value
estimates, methods and assumptions are set forth below for the Association's
financial instruments.

Cash and Cash Equivalents

The carrying amount for cash and cash equivalents approximates the assets'
fair value because of the short maturity of those instruments.

Investment and Mortgage-Backed Securities

The fair value of long-term investments such as U.S. Government and agency
obligations and mortgage-backed securities is estimated based on bid prices
published in financial newspapers or bid quotations received from securities
dealers.  

Loans

Fair values are estimated for portfolios of loans with similar financial
characteristics.  Mortgage loans are segregated by type, including but not
limited to residential, commercial and construction.  Consumer loans are
segregated by type, including but not limited to home improvement loans,
automobile loans, loans secured by deposits and secured and unsecured personal
loans.  Each loan category may be segmented, as appropriate, into fixed and
adjustable interest rate terms, ranges of interest rates, performing and
nonperforming, and repricing frequency.

For certain homogeneous categories of loans, such as some residential
mortgages, fair value is estimated using the quoted market prices for
securities backed by similar loans, adjusted for differences in loan
characteristics.  The fair values of other types of loans are estimated by
discounting the future scheduled and unscheduled cash flows using the current
rates at which similar loans should be made to borrowers with similar credit
ratings and for the same remaining maturities.  Unscheduled cash flows take the
form of estimated prepayments and may be based upon historical experience as
well as anticipated experience derived from current and prospective economic
and interest rate environments.  For certain types of loans, anticipated
prepayment experience exists in published tables from securities
dealers.

                                      18
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

13. Fair Value of Financial Instruments, continued:

Loans, continued

The fair value of significant nonperforming mortgage loans is based on
estimated value of the collateral.  Where appraisals are not available,
estimated cash flows are discounted using a rate commensurate with the credit
risk associated with those cash flows.  Assumptions regarding credit risk, cash
flows and discount rates are judgmentally determined using available market
information and specific borrower information.  The fair value of nonperforming
consumer loans is based on historical experience with such loans.

The fair value of loans held for sale is estimated based on outstanding
commitments from investors or current market prices for similar loans.

Federal Home Loan Bank Stock

The fair value of stock in the Federal Home Loan Bank of Dallas is estimated
to be equal to its carrying amount given it is not a publicly traded equity
security, it has an adjustable dividend rate, and transactions in the stock
have been executed at the stated par value.

Deposits and Advances from Borrowers for Taxes and Insurance

The fair value of deposits with no stated maturity, such as interest-bearing
or non-interest-bearing checking accounts, passbook and statement savings
accounts, money market accounts and advances from borrowers for taxes and
insurance is equal to the amount payable upon demand.  The fair value of
certificates of deposit is based on the lower of redemption or discounted value
of contractual cash flows.  Discount rates for certificates of deposit are
estimated using current market rates. 

Borrowings

Borrowings consist of securities sold under agreements to repurchase with
the Federal Home Loan Bank of Dallas.  The estimated fair value of securities
sold under agreements to repurchase approximates carrying value because of the
short maturity of these instruments.

Off-Balance Sheet Financial Instruments

The fair value of commitments to extend credit is estimated using the fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties.  For fixed-rate loan commitments, fair value also considers the
difference between current levels of interest rates and the committed rates. 
The fair value of guarantees and letters of credit is based on fees currently
charged for similar agreements or on the estimated cost to terminate them or
otherwise settle the obligations with the counterparties at the reporting date.

The fair value of off-balance sheet financial instruments is estimated to
equal the carrying amount at April 30, 1996.  

                                      19
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

13. Fair Value of Financial Instruments, continued:

Nonfinancial Instruments

SFAS 107 does not permit financial institutions to take into account the
value of long-term relationships with depositors, commonly known as core
deposit intangibles, when estimating the fair value of deposit liabilities. 
These intangibles are considered to be separate intangible assets that are not
financial instruments.  Nonetheless, financial institutions' core deposits have
typically traded at premiums to their book values under both historical and
current market conditions.

Likewise, SFAS 107 does not permit financial institutions to take into
account the value of the cash flows and income stream derived from its
portfolio of loans serviced for others.  

The carrying values and estimated fair values of financial instruments, all
of which are held for purposes other than trading, at April 30, 1996 are as
follows:

<TABLE> 
<CAPTION> 
                                                             Carrying                  Estimated
                                                               Value                  Fair Value 
<S>                                                          <C>                      <C> 
Financial assets:                                                                                                
    Cash and cash equivalents                                $ 6,224,248              $ 6,224,248 
    Loans held for sale                                          259,096                  259,096 
    Loans receivable, net                                     22,810,780               23,503,000 
    Federal Home Loan Bank stock                                 364,300                  364,300 
Financial liabilities:                                                                                           
    Deposits                                                  28,095,387               28,081,000 
    Advances from borrowers for taxes and                                                                                    
      insurance                                                   93,454                   93,454 
</TABLE> 

14. Regulatory Capital Requirements:

The Financial Institutions Reform, Recovery and Enforcement Act of 1989
("FIRREA") established new regulatory capital guidelines which require the
Association to maintain minimum levels of capital under three different
standards:  tangible capital, core capital and risk-based capital.  The
following table sets forth the regulatory capital position of the Association
at April 30, 1996.

                                      20
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

14. Regulatory Capital Requirements, continued:

<TABLE> 
<CAPTION> 

                                                      Core              Tangible           Risk-Based      
                                                   ----------          ----------         ------------
<S>                                                <C>                 <C>                <C> 
Net worth per the financial statements             $3,081,080          $3,081,080         $3,081,080 
                                                                                            
Additional capital items:
   General valuation allowance limited                                                       275,636 
   Regulatory capital                               3,081,080           3,081,080          3,356,716 
   Minimum required capital                           944,423             944,423          1,769,103 
   Excess capital                                   2,136,657           2,136,657          1,587,613 

Capital ratios:                                                                                                                  
   Required as of April 30, 1996                       3.0%                3.0%                8.0%  
   Actual                                              9.8%                9.8%               15.22%  
</TABLE> 

The regulatory authorities for banks have issued capital leverage ratio
guidelines in connection with their risk-based capital requirements.  The
leverage ratio is composed of core capital measured as a percent of average
total assets.  The minimum leverage ratio for all banks is 3%, with a higher
minimum ratio (4-5%) dependent upon the macro rating of the bank given by the
regulatory authorities after their examination.  Under the provisions of
FIRREA, the capital requirement for savings institutions may not be any less
stringent than those requirements for national banking institutions.  

The Association has entered into a Supervisory Agreement with the Office of
Thrift Supervision ("OTS").  The Supervisory Agreement requires the Association
to reduce, by no later than December 31, 1996, its classified assets to a level
of 50% of its core capital plus its allowance for loan losses, requires OTS
approval of new officers and directors, requires OTS approval of increases in
total assets or liabilities during any calendar quarter in excess of the amount
of interest credited on deposits for that calendar quarter and requires
submission of a business plan for approval by the OTS.  Management believes the
Association has complied with the terms of the Supervisory Agreement.

                                      21
<PAGE>
 
NOTES TO FINANCIAL STATEMENTS, CONTINUED

15. Lease Commitments:

The Association has an operating lease for its office space.  The primary
lease term expired June 30, 1996 and contained two five-year renewal options. 
The renewal options call for monthly payments at the then prevailing market
rates.  The first renewal option was executed on January 1, 1996 and the
renewal term expires on June 30, 2001.  The minimum lease payments for fiscal
years subsequent to April 30, 1996 are as follows:



         1997                  $113,318                          
         1998                   114,021                          
         1999                   114,021                          
         2000                   114,021                          
         2001                   114,021                          
                               -------- 
                               $569,402                          
                               --------

Rent expense was approximately $109,000 for the years ended April 30, 1996
and 1995.

16. Supplemental Cash Flow Disclosures:

The following is information related to noncash investing activities:


                                                       1996          1995     
                                                     --------      --------
Real estate acquired by foreclosure                  $932,329      $250,962 
Loans originated related to sales of real estate           --       374,400 



Cash paid for interest amounted to approximately $1,244,000 and $1,169,000
for 1996 and 1995, respectively.  Cash paid for income taxes was $33,295 and
$67,650 in 1996 and 1995, respectively.

17. Subsequent Event:

On May 10, 1996, the Association entered into an agreement to be acquired by
Fort Bend Federal Holding Corp. for approximately $4.2 million in cash.  The
transaction is subject to satisfaction of certain contractual conditions to
closing and approval by the OTS and the Association's shareholders.

                                      22
<PAGE>
 
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS, continued

     (b) Pro forma financial information.


<PAGE>
 
                            FORT BEND HOLDING CORP.
    UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF FINANCIAL CONDITION
                                 JUNE 30, 1996
                                (IN THOUSANDS)

<TABLE> 
<CAPTION> 
                                                                              PRO FORMA        COMBINED
                                                FORT BEND                    ADJUSTMENTS      PRO FORMA
                                                 HOLDING       FIRSTBANC     (REFLECTING     (REFLECTING
                                                  CORP.          (11)        ACQUISITION)    ACQUISITION)
                                               -----------    -----------   -------------   --------------
<S>                                             <C>           <C>           <C>             <C> 
ASSETS
Cash and due from banks                         $  4,347       $ 7,775                        $ 12,122
Short-term investments                             7,051                      $(4,234)(1)        2,817
Certificates of deposit                              200                                           200
                                                --------       -------                        --------
    TOTAL CASH AND CASH EQUIVALENTS               11,598         7,775                          15,139

Investment securities available for sale,
  at market value                                  2,705                                         2,705
Investment securities held to maturity            20,219                                        20,219
Mortgage-backed securities available for sale,
  at market value                                    745                                           745
Mortgage-backed securities held to maturity      107,130                                       107,130
Loans receivable, net                            101,509        20,571            218 (2)      122,298
Accrued interest receivable                        1,549                                         1,549
Real estate, net                                     148           373            (86)(3)          435
Federal Home Loan Bank stock, at cost              1,481           370                           1,851
Premises and equipment, net                        3,850           607             83 (4)        4,540
Mortgage servicing rights, net                     1,915                                         1,915
Prepaid expenses and other assets                  1,890           313           (128)(1)        2,073
                                                                                   (2)(5)
Goodwill                                                                        1,337 (1)        1,337
                                                --------       -------         ------         --------

    TOTAL ASSETS                                $254,739       $30,009         $2,812         $281,936
                                                ========       =======         ======         ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits                                        $204,875       $26,777         $  126 (6)     $231,778
Convertible Subordinated Debentures               12,100                                        12,100
Other borrowings                                  10,308                                        10,308
Advances from borrowers for taxes
  and insurance                                    7,445           161                           7,606
Accounts payable, accrued expenses
  and other liabilities                            2,003            67             66 (7)        2,136
                                                --------       -------                        --------
    TOTAL LIABILITIES                            236,731        27,005                         263,928
                                                --------       -------                        --------
Stockholders' Equity:
Serial preferred stock, $.01 par value
 - 500,000 shares authorized, none 
 outstanding
Common stock $.01 par value, 2,000,000 shares
 authorized 907,372 shares issued and
 819,198 shares outstanding                            9         1,500         (1,500)(1)            9
Additional paid-in capital                         8,581         1,725         (1,725)(6)        8,581
Unearned employee stock ownership plan shares
 and deferred compensation                          (470)                                         (470)
Net unrealized depreciation on available for
 sale securities, net of tax                         (24)                                          (24)
Retained earnings (substantially restricted)      11,369          (221)           221 (1)       11,369
Treasury stock, at cost - 88,174 shares           (1,457)                                       (1,457)
                                                --------       -------                        --------
    TOTAL STOCKHOLDERS' EQUITY                    18,008         3,004                          18,008
                                                --------       -------         ------         --------
       TOTAL LIABILITIES AND STOCKHOLDERS'
         EQUITY                                 $254,739       $30,009         $2,812         $281,936
                                                ========       =======         ======         ========
</TABLE> 

<PAGE>
 
                            FORT BEND HOLDING CORP.
         UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                       FISCAL YEARS ENDED MARCH 31, 1996
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE> 
<CAPTION> 
                                                        FORT BEND       FIRSTBANC       PRO FORMA       COMBINED
                                                        HOLDING              (11)       ADJUSTMENTS     PRO FORMA
                                                        CORP.                           (REFLECTING     (REFLECTING
                                                                                        ACQUISITION     ACQUISITION
                                                        ---------       -----------     ------------    ------------
<S>                                                     <C>             <C>             <C>             <C> 
INTEREST INCOME:
   Loans                                                $ 7,375         $ 2,543         $     (27) (8)  $ 9,891
   Investment securities                                  1,323             343                           1,666
   Mortgage-backed securities                             7,719                                           7,719     
                                                        -------         -------         ----------      -------
        TOTAL INTEREST INCOME                            16,417           2,886               (27)       19,276
                                                        -------         -------         ----------      -------
INTEREST EXPENSE:
   Deposits                                               9,294           1,221               (63) (9)   10,452
   Borrowings                                               730              45                             775
                                                         ------         -------         ----------      -------
        TOTAL INTEREST EXPENSE                           10,024           1,266               (63)       11,227
                                                         ------         -------         ----------      -------

        NET INTEREST INCOME BEFORE PROVISION FOR
        LOAN LOSSES                                       6,393           1,620                36         8,049

PROVISION FOR LOAN LOSSES                                   123             144                             267
                                                         ------         -------         ---------       -------
        NET INTEREST INCOME AFTER PROVISION FOR
        LOAN LOSSES                                       6,270           1,476                36         7,782
                                                         ------         -------         ---------       -------
NONINTEREST INCOME:
   Gain on sale of loans                                    313             109                             422        
   Service charges                                          322             183                             505      
   Loan servicing income                                    546                                             546  
   Other income                                             924             158                           1,082 
                                                        -------         -------         ---------       -------
        TOTAL NONINTEREST INCOME                          2,105             450                           2,555
                                                        -------         -------         ---------       -------
NONINTEREST EXPENSES:
   Compensation and benefits                              3,108             672                           3,780
   Office occupancy and equipment                           657             199                             856    
   Federal insurance premiums                               465              77                             542    
   Amortization of mortgage servicing rights                208                                             208
   Insurance and surety bond expense                        126                                             126      
   Other                                                  1,211             817                89 (10)    2,117
                                                        -------         -------         ---------       -------
        TOTAL NONINTEREST EXPENSES                        5,775           1,765                81         7,629
                                                        -------         -------         ---------       -------
   INCOME BEFORE INCOME TAX                               2,600             161               (53)        2,708

INCOME TAX PROVISION                                        913              52                             965
                                                        -------         -------         ---------       -------
NET INCOME                                              $ 1,687         $   109         $     (53)      $ 1,743
                                                        =======         =======         =========       =======
PRIMARY EARNINGS PER COMMON SHARE                       $  1.94            0.36                         $  2.01
                                                        =======         =======                         =======
FULLY DILUTED EARNINGS PER COMMON SHARE                 $  1.81         $  0.36                         $  1.87
                                                        =======         =======                         =======
</TABLE> 
   
<PAGE>
 
                            FORT BEND HOLDING CORP.
        UNAUDITED PRO FORMA COMBINED CONDENSED STATEMENT OF OPERATIONS
                       THREE MONTHS ENDED JUNE 30, 1996
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                     PRO FORMA     COMBINED
                             FORT BEND               ADJUSTMENTS   PRO FORMA
                             HOLDING     FIRSTBANC   (REFLECTING   (REFLECTING
                             CORP.       (11)        ACQUISITION)  ACQUISITION)
                             ---------   ---------   ------------  ------------

INTEREST INCOME:
 Loans                       $2,131      $  671      $ (6) (8)     $2,796
 Investment securities          335          94                       429
 Mortgage-backed securities   1,829                                 1,829
                             ------      ------      ----          ------  
  TOTAL INTEREST INCOME       4,295         765        (6)          5,054 
                             ------      ------      ----          ------  
INTEREST EXPENSE:
 Deposits                     2,320         334       (16) (9)      2,638
 Borrowings                     330                                   330
                             ------      ------      ----          ------
  TOTAL INTEREST EXPENSE      2,650         334       (16)          2,968
                             ------      ------      ----          ------
  NET INTEREST INCOME
  BEFORE PROVISION FOR
  LOAN LOSSES                 1,645         431        10           2,086

PROVISION FOR LOAN LOSSES        25          47                        72
                             ------      ------      ----          ------
  NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES   1,620         384        10           2,014
                             ------      ------      ----          ------
NONINTEREST INCOME:
 Gain on sale of loans           50           8                        58
 Service charges                113          12                       125
 Loan servicing income          170           2                       172
 Other income                   279          50                       329
                             ------      ------      ----          ------
  TOTAL NONINTEREST INCOME      612          72                       684
                             ------      ------      ----          ------
NONINTEREST EXPENSES:
 Compensation and benefits      832         203                     1,035
 Office occupancy and 
  equipment                     187          72                       259
 Federal insurance premiums     124          18                       142
 Amortization of mortgage
  servicing rights               64                                    64
 Insurance and surety 
  bond expense                   34           7                        41
 Other                          376         271        22 (10)        669
                             ------      ------      ----          ------
  TOTAL NONINTEREST EXPENSES  1,617         571        22           2,210
 
 INCOME (LOSS) BEFORE
 INCOME TAX                     615        (115)      (12)            488

INCOME TAX PROVISION
(BENEFIT)                       209         (37)                      172
                             ------      ------      ----          ------
NET INCOME                   $  406      $  (78)     $(12)         $  316
                             ======      ======      ====          ======
PRIMARY EARNINGS PER
COMMON SHARE                 $ 0.48      $(0.25)                   $ 0.38
                             ======      ======                    ======
FULLY DILUTED EARNINGS
PER COMMON SHARE             $ 0.40      $(0.25)                   $ 0.34
                             ======      ======                    ======   



<PAGE>
 
                     FORT BEND HOLDING CORP AND SUBSIDIARY

     NOTES TO UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL STATEMENTS


 1.   To record the purchase of FirstBanc

 2.   Adjustment to reflect loans receivable at fair value

 3.   Adjustment to reflect real estate at fair value based on change in new 
      management's intent with respect to disposition of real estate.

 4.   Adjustment to reflect premises and equipment at fair value

 5.   Adjustment to record deferred tax effect of fair value adjustments

 6.   Adjustment to reflect deposits assumed at fair value

 7.   To record liabilities related to the acquisition, primarily employer 
      terminal costs

 8.   To record amortization of fair value adjustment on loans receivable 
      acquired over a five year period

 9.   To record amortization of fair value adjustment on deposits assumed over a
      two year period

10.   To record amortization of goodwill over a fifteen year period

11.   FirstBanc had an April 30 fiscal year end. Accordingly, April 30 has been 
      used for March 31, and July 31 has been used for June 30.
<PAGE>
 
ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS, CONTINUED

      (c)   Exhibits

            2  Agreement and Plan of Merger, dated as of May 10, 1996, by and 
among Fort Bend, The Association and FirstBanc (filed previously).

            99  Press Release of Fort Bend, dated August 16, 1996    


<PAGE>
 
                                  SIGNATURES

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

                                            FORT BEND HOLDING CORP.


Date: October 28, 1996                      By: /s/ LANE WARD
                                               -----------------------------
                                               Lane Ward
                                               President and Chief
                                                Executive Officer