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[X]     Definitive Additional Materials
[   ]     Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

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[   ]     Fee paid previously with preliminary materials.

[   ]     Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

     An annual meeting of the shareholders of Independent Bankshares, Inc. (the "Company") will be held at First State Bank, N.A., Central Branch Lobby, 547 Chestnut Street, Abilene, Texas, at 4:00 p.m. (Central time), on April 25, 2000 to consider proposals:     

     The Board of Directors has fixed March 22, 2000, as the Record Date for the determination of shareholders entitled to vote at the Annual Meeting.

Abilene, Texas
March 30, 2000

     This Proxy Statement and the accompanying proxy are solicited on behalf of the Board of Directors of Independent Bankshares, Inc. The proxies will be voted at the 2000 Annual Meeting of Shareholders to be held on April 25, 2000, at the time and place and for the purpose set forth in the accompanying Notice of Annual Meeting of Shareholders and at any adjournment(s) of the Annual Meeting. This Proxy Statement, the accompanying proxy and the Company's Annual Report to Shareholders.

     All properly completed proxies received prior to the Annual Meeting and not revoked will be voted in accordance with your instructions. If no such instructions are made, the proxies will be voted FOR the election of the nominees under the caption "Election of Directors". If any other matters come before the Annual Meeting, the persons named as proxies will vote upon such matters according to their judgment.

     The Company encourages the personal attendance of its shareholders at the Annual Meeting. An execution of the accompanying proxy will not affect a shareholder's right to attend the Annual Meeting and to vote in person.

     Proxies may be revoked if you:

     In addition to the solicitation of proxies by use of the mail, officers, directors and regular employees of the Company may solicit the return of proxies by personal interview, mail, telephone, facsimile and/or through the Internet. These persons will not be additionally compensated, but will be reimbursed for out-of-pocket expenses. The Company will also request brokerage houses and other custodians, nominees and fiduciaries to forward solicitation material to

     The Annual Report to Shareholders covering the Company's fiscal year ended December 31, 1999, including audited financial statements, is enclosed herewith. The Annual Report does not form any part of the material for the solicitation of proxies.

     The Board of Directors of the Company has fixed March 22, 2000, as the Record Date for the Annual Meeting. Only holders of record of the outstanding shares of Common Stock ("Common Shares") at the close of business on the Record Date are entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s) of the Annual Meeting. At the close of business on the Record Date, the Company had issued 2,333,647 and outstanding

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2,273,647 Common Shares. Each outstanding Common Share is entitled to one vote on each matter brought before the Annual Meeting.

     To be elected, directors must receive a plurality of the Common Shares present and voting in person or by proxy, provided a quorum exists. A plurality means receiving the largest number of votes, regardless of whether that is a majority. A quorum exists if at least a majority of the Common Shares on the Record Date is present in person or by proxy. All matters other than election of directors submitted to you at the Annual Meeting will be decided by a majority of the votes cast on the matter, provided a quorum exists, except as otherwise provided by law or our Articles of Incorporation or Bylaws. Those who fail to return a proxy or attend the Annual Meeting will not count towards determining any required plurality, majority or quorum.

     A broker non-vote occurs when a holder of Common Shares for the beneficial owner does not vote on the proposal because such holder does not have discretionary voting power with respect to that proposal. Abstentions and broker nonvotes are counted for purposes of determining the presence or absence of a quorum for the transaction of business. However, abstentions and broker non-votes are not counted for purposes of the election of directors.

     The following table and notes to the table set forth information with respect to Common Shares beneficially owned as of the Record Date by:

                         
*     Advisory Director
**     Director Emeritus

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_______________

     Three directors will be elected at the Annual Meeting to serve for a three-year term expiring at the Company's Annual Meeting in the year 2003. Each nominee elected as a Director will continue in office until his or her successor has been duly elected and qualified, or until the earliest of his or her death, resignation or retirement.

     The tables below set forth for each nominee for director and for each continuing director within each class of directors:

     Unless otherwise indicated on any duly executed and dated proxy, the proxies will be voted "FOR" the election of the nominees listed in the table above for the term specified. The Company does not anticipate that any of the above-named nominees will refuse or be unable to accept or serve as a director of the Company for the class and the term specified. However, if any nominee is unable or unwilling to serve as a director, the proxies will vote for the election of such other person(s) as may be nominated by management, unless you indicate to vote otherwise. Assuming the receipt by each nominee of the affirmative vote of at least a plurality of the Common Shares present or represented at the Annual Meeting, the three nominees receiving the greatest number of votes will be elected as directors.

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     The following directors serve terms expiring at the 2001 and 2002 Annual Meetings of Shareholders:

L.H. Mosley
J.E. Smith
John A. Wright*

______________
*     Director Emeritus

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     The Board of Directors conducts its business through meetings of the Board of Directors and through its committees. In accordance with the Bylaws of the Company, the Board of Directors has established an Executive Committee, an Audit Committee and a Compensation Committee that performs the function of the Employee Stock Ownership 401(k) Plan Committee, among other things. During the year ended December 31, 1999, the Board of Directors held twelve regular meetings and three special meetings; the Executive Committee held thirteen meetings; the Audit Committee held one meeting and the Compensation Committee held two meetings. Each director attended at least 75% of the total number of meetings of the Board of Directors and the committees on which he or she served, except Marshal M. Kellar who attended seven meetings of the Board of Directors.

     Executive Committee. The Executive Committee exercises all the powers of the Board of Directors in the management of the business and affairs of the Company, except for matters related to the composition of the Board of Directors, changes in the Bylaws and certain other significant corporate matters. John L. Beckham, Bryan W. Stephenson, Scott L. Taliaferro and C.G. Whitten, directors were the members of the Executive Committee during 1999 and all of such members, were appointed members of the Executive Committee for 2000 at the February 16, 2000, meeting of the Board of Directors.

     Audit Committee. The Audit Committee recommends to the Board of Directors the appointment and discharge of the Company's independent auditors; reviews the completed audit with the independent auditors regarding the conduct of the audit, accounting adjustments, recommendations for improving internal controls and any other significant findings during the audit; meets periodically with management; monitors accounting and financial controls; and initiates and supervises special investigations. Lee Caldwell, nominee for director, and Wm. R. (Amber) Cree and Tommy McAlister, directors, were the members of the Audit Committee during 1999 and were appointed members of the Audit Committee for 2000 at the February 16, 2000, meeting of the Board of Directors.

     Compensation Committee. The Compensation Committee administers management incentive compensation plans, establishes the compensation of executive officers, determines major compensation policies, and administers the Stock Ownership Plan. Nancy E. Jones, Scott L. Taliaferro and James D. Webster, directors, were the members of the Compensation Committee during 1999 and were appointed members of the Compensation Committee for 2000 at the February 16, 2000, meeting of the Board of Directors.

     The Board of Directors of the Company is not aware of any matters, other than those referred to in the accompanying Notice of Annual Meeting of Shareholders, which properly may come before the Annual Meeting. However, if any other matter should be properly presented for consideration and voting at the Annual Meeting or any adjournment(s) thereof, it is the intention of the persons named as proxies on the enclosed proxy card to vote the proxy cards in accordance with their judgment.

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     The table below sets forth at the date of this Proxy Statement the name, age, current positions with the Company, principal occupation during the last five years of each principal executive officer of the Company and the year he first became an executive officer of the Company:

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     The following table sets forth information regarding compensation paid during each of the Company's last three fiscal years to the Company's Chief Executive Officer and other executive officers of the Company (including those who are employed by the Company's direct and indirect subsidiaries) whose cash compensation exceeded $100,000 during the fiscal year ended December 31, 1999 (the "named executive officers").

_________________________

In September 1999, the Company entered into employee retention agreements with its key employees and selected executive officers (individually, the "Key Employee," or collectively, the "Key Employees") to provide additional incentives to such Key Employees to continue their employment with the Company in the event that the Company experienced a change of control, i.e., merger, consolidation, or sale of the assets or stock of the Company. Each employee retention agreement provides that the Key Employee will receive a cash lump sum payment equal to one or two times the Key Employee's annual compensation, including bonus compensation. This amount is payable after one year from the change in control unless such Key Employee is terminated sooner for cause or resigns or severs his employment with the Company for any reason other than constructive termination. In the event the Key Employee is terminated without cause or the Key Employee is constructively terminated because the Key Employee's compensation is diminished, his job title is changed to a position of lesser importance, or his responsibilities are materially reduced, the retention benefit must be paid by the Company within thirty (30) days of

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such termination. In the event of the Key Employee's death or disability, the pro rated portion of the retention benefit must be paid by the Company within thirty (30) days of such death or disability.

The following Key Employees are entitled to payment of the specified retention benefit in the event of a change in control:

     The obligation to pay retention benefits under the retention agreements would be triggered upon consummation of the Company's proposed acquisition by State National Bancshares, Inc., Lubbock, Texas.

     In 1999, each non-employee director and advisory director was paid $250 for each regular directors' meeting of the Company attended and $100 for each meeting of the Executive Committee and Audit Committee attended. The Board of Directors has set director and committee fees for 2000 at $250 per meeting of the Board and $100 per meeting of the Executive Committee, the Audit Committee and the Compensation Committee.

     The Bank had, during the period from January 1, 1999, to March 15, 2000, and expects to have in the future, loan transactions with directors of the Company and the Bank and their respective associates, which includes any immediate family member or any corporation or firm of which such person is an executive officer or partner or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities or any trusts of which such person serves as trustee or in which he or she has a substantial beneficial interest. These loan transactions have been made in the ordinary course of the Bank's business and have been and will continue to be on substantially the same terms, including interest rates, collateral and repayment, as those prevailing at the time for comparable transactions with unaffiliated persons and did not involve more than the normal risk of collectibility or present other unfavorable features. All loans made to directors and nominees for director of the Company and their respective associates are believed to be in compliance with the Financial Institutions Regulatory and Interest Rate Control Act of 1978.

     On September 15, 1999, the Board of Directors of the Company approved the recommendation of the Audit Committee of the Board of Directors that the firm of PricewaterhouseCoopers LLP be engaged as the Company's independent public accountants for the year ended December 31, 1999.

     The Board of Directors of the Company has not yet selected independent auditors to examine the Company's financial statements for the year ending December 31, 2000. Representatives of PricewaterhouseCoopers LLP, who audited the Company's financial statements for the year ended December 31, 1999, are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and to be available to respond to appropriate questions.

     Officers, directors and beneficial owners of more than ten percent of the Common Stock must file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission and American Stock Exchange pursuant to Section 16(a). We have reviewed the reports from officers and directors. Based on this review, the Company believes that all filing requirements during 1999 were met.

     Shareholders may present proposals for inclusion in the proxy statement for consideration at its 2001 Annual Meeting of Shareholders. Such proposals must be received by the Company by December 2, 2000 and must comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934.

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[  ]  FOR all nominees listed below (except as marked to the contrary below)     [  ]    WITHHOLD AUTHORITY to vote all nominees listed below

2003 Class - Class of Directors to hold office until the 2003 Annual Meeting:
Lee Caldwell, Randal N. Crosswhite, Marshal M. Kellar

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)

(Please sign on the other side)

(Continued from front)

Please execute this proxy as your name appears hereon. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by the president or other authorized officer. If a partnership, please sign in partnership name by authorized persons. Please mark, sign, date and return this proxy promptly using the enclosed envelope.