BRYAN COLLEGE STATION FINANCIAL HOLDING CO
8-A12G, 1997-11-06
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549





                                    FORM 8-A





                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(B) OR (G) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




               THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



            Delaware                                   Applied For
- --------------------------------------------------------------------------------
(State of incorporation or organization)    (I.R.S. Employer Identification No.)


2900 Texas Avenue, Bryan, Texas                           77802
- --------------------------------------------------------------------------------
(Address of principal executive offices)                (Zip Code)


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


                                      None
- --------------------------------------------------------------------------------
                                (Title of Class)


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


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



<PAGE>



Item 1.  Description of Registrant's Securities to be Registered.

     For a  description  of the  Registrant's  securities,  reference is made to
"Description of Capital Stock",  "Dividend  Policy" and "Market  Information" in
the Registrant's  Pre-Effective  Amendment No. Two to the Registration Statement
on Form S-1  (Registration  Number  333-28179)  which is hereby  incorporated by
reference.  For a description of the provisions of the Registrant's  Certificate
of  Incorporation  and  By-laws  that  may  render a change  in  control  of the
Registrant more difficult, reference is made to "Restrictions on Acquisitions of
Stock  and  Related   Takeover   Defensive   Provisions"  in  the   Registrant's
Pre-Effective  Amendment  No.  Two to the  Registration  Statement  on Form  S-1
referenced above.


Item 2.  Exhibits.

         1.       Pre-Effective  Amendment No. Two to Registration  Statement on
                  Form S-1  (Registration  Number  333-28179)  dated October 31,
                  1997 is hereby incorporated by reference.

         2.       Certificate  of   Incorporation,   filed  as  Exhibit  3.1  to
                  Registration   Statement  on  Form  S-1  (Registration  Number
                  333-28179)  dated  May 30,  1997  is  hereby  incorporated  by
                  reference.

         3.       Bylaws, filed as Exhibit 3.2 to Registration Statement on Form
                  S-1  (Registration  Number  333-28179)  dated May 30,  1997 is
                  hereby incorporated by reference.

         4.       Specimen   Stock   Certificate,   filed  as  exhibit   4.1  to
                  Pre-Effective  Amendment No. One to Registration  Statement on
                  Form S-1 (Registration Number 333-28179) dated October 1, 1997
                  is hereby incorporated by reference.


<PAGE>


                                    SIGNATURE


     Pursuant to the  requirements of Section 12 of the Securities  Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.


THE BRYAN-COLLEGE STATION FINANCIAL HOLDING COMPANY



Date: November 6, 1997            By:       /s/ J. Stanley Stephen
      ----------------                     -----------------------
                                           J. Stanley Stephen
                                           President and Chief Executive Officer



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