SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G*
Under the Securities Exchange Act of 1934
(Amendment No. _______)**
INDEPENDENT BANKSHARES, INC.
(Name of Issuer)
Common Stock, par value $0.25 per share
(Title of Class of Securities)
453841 20 7
(CUSIP Number)
December 31, 1998
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* A previous report on Schedule 13D was filed on January 11,
1993 and Schedule G on January 17, 1998. This Schedule 13G
supplements and replaces such originally filed Schedule 13D and
Schedule G.
** The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 453841 20 7
(1) Name of Reporting Person Independent Bankshares, Inc.
Employee Stock Ownership/401(k) Plan
I.R.S. Identification No.
of Above Person (entities only) 75-1717279
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(2) Check the Appropriate Box if a (a) [ ]
Member of a Group* (b) [ ]
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(3) SEC Use Only
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(4) Citizenship Texas, United States
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Number of Shares
Beneficially
Owned by Each
Reporting Person
With: (5) Sole Voting Power 0
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(6) Shared Voting Power 0
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(7) Sole Dispositive Power 142,538(1)
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(8) Shared Dispositive Power 0
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(9) Aggregate Amount Beneficially Owned 142,538(1)
by Each Reporting Person
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(10) Check if the Aggregate Amount in [ ]
Row (9) Excludes Certain Shares*
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(11) Percent of Class Represented by 6.4%
Amount in Row (9)
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(12) Type of Reporting Person* EP
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* SEE INSTRUCTIONS
______________
(1) Excludes 14,521 shares for which 401(k) Plan participants
have sole voting and sole dispostive power
<PAGE>
CUSIP NO. 453841 20 7
Item 1(a). NAME OF ISSUER:
Independent Bankshares, Inc. (the "Issuer")
Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE
OFFICES:
547 Chestnut Street, Abilene, Texas 79602
Item 2(a). NAME OF PERSON FILING:
Independent Bankshares, Inc. Employee
Stock Ownership/401(k) Plan (the "Reporting
Person")
Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF
NONE, RESIDENCE:
547 Chestnut Street, Abilene, Texas 79602
Item 2(c). CITIZENSHIP:
The Reporting Person is an employee
benefit plan organized in the State of Texas.
Item 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.25 par value per share,
of the Issuer.
Item 2(e). CUSIP NO.:
453841 20 7
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13D-
1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON
FILING IS A:
(a) [ ] Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c);
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CUSIP NO. 453841 20 7
(c) [ ] Insurance company as defined
in section 3(a)(19) of the Act (15 U.S.C.
78c);
(d) [ ] Investment company registered
under section 8 of the Investment Company Act
of 1940 (15 U.S.C. 80a-8);
(e) [ ] An investment adviser in
accordance with 240.13d-1(b)(1)(ii)(E);
(f) [X] An employee benefit plan or
endowment fund in accordance with
240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or
control person in accordance with
240.13d-1(b)(ii)(G);
(h) [ ] A savings association as
defined in section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded
from the definition of an investment company
under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with
240.13d-1(b)(1)(ii)(J)
Not applicable.
Item 4. OWNERSHIP:
(a) Amount beneficially owned: 142,538
(excludes 14,521 shares for which 401(k) Plan
participants have sole voting and sole dispostive
power); Beneficial ownership with respect to all
shares is disclaimed pursuant to Rule 13d-4.
(b) Percent of class: 6.4%
(c) Number of shares as to which such person has:
(i) sole power to vote or to
direct the vote: 0
(ii) shared power to vote or to direct the vote: 0
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CUSIP NO. 453841 20 7
(iii) sole power to dispose or
to direct the disposition of: 142,538
(excludes 14,521 shares for which 401(k) Plan
participants have sole voting and sole
dispostive power)
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not Applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
ANOTHER PERSON:
Not Applicable.
Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY
WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE
PARENT HOLDING COMPANY OR CONTROL PERSON:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE
GROUP:
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10. CERTIFICATIONS:
By signing below, I certify that, to the best of
my knowledge and belief, the securities referred to
above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not
have the effect of changing or influencing the control
of the Issuer of such securities and were not acquired
in connection with or as a participant in any
transaction having such purpose or effect.
[Signature page follows]
<PAGE>
CUSIP NO. 453841 20 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: February ___, 1999
INDEPENDENT BANKSHARES, INC.
EMPLOYEE STOCK OWNERSHIP/401(k) PLAN
By: /s/ CAROLYN K MARSHALL
------------------------------
Carolyn K. Marshall, Trustee
Vice President/Trust Officer
ATTENTION: Intentional misstatements or
omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001)
