<PAGE> 1
FORM 11-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended DECEMBER 31, 1996
--------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
----------------------- ----------------------
Commission file number 33-00579
------------
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (K) PROVISIONS
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
SOUTHSIDE BANCSHARES CORP.
3606 GRAVOIS AVENUE
ST. LOUIS, MISSOURI 63116
<PAGE> 2
REQUIRED INFORMATION
Financial Statements:
4. In lieu of the requirements of Items 1-3, audited statements and
schedules prepared in accordance with the requirements of ERISA for the
plan's fiscal years ended December 31, 1996 and 1995 are presented on
pages 3 through 17.
Exhibits:
23a. Consent of BDO Seidman, LLP
23b. Consent of Hopkins & Howard, PC
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by
the undersigned hereunto duly authorized.
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
/ s / Thomas M. Teschner
-----------------------------------------
Trustee of the Plan and
President & Chief Executive Officer
DATE: July 2, 1997
<PAGE> 3
================================================================================
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
================================================================================
FINANCIAL STATEMENTS AND
SUPPLEMENTAL MATERIALS
YEARS ENDED DECEMBER 31, 1996 AND 1995
[HOPKINS & HOWARD, P.C. LOGO]
<PAGE> 4
SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(K) PROVISIONS
Table of Contents
================================================================================
Independent Auditors' Reports 1-2
Financial Statements
Statements of Net Assets 3
Statements of Changes in Net Assets 4
Summary of Accounting Policies 5
Notes to Financial Statements 6-12
Supplemental Material
Schedule of Assets Held for Investment 13
Schedule of Transactions or Series of Transaction in
Excess of 5% of Current Value of Plan Assets at
Beginning of year 14
<PAGE> 5
[HOPKINS & HOWARD, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants
Southside Bancshares Corp.
Employee Stock Ownership Plan with 401(k) Provisions
St. Louis, Missouri
We have audited the accompanying statement of net assets of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions (the
Plan) as of December 31, 1996, and the related statement of changes in net
assets for the year then ended. These financial statements are the
responsibility of the Plan's Trustee. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions at
December 31, 1996, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements of the Southside Bancshares Corp. Employee Stock Ownership Plan with
401(k) Provisions taken as a whole. The schedules included in the supplemental
material are presented for purposes of complying with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required part of the basic
financial statements. Such supplemental material has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Hopkins & Howard, P.C.
St. Louis, Missouri
June 9, 1997
1
<PAGE> 6
[BDO LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Plan Administrator and Participants
Southside Bancshares Corp.
Employee Stock Ownership Plan
with 401(k) Provisions
St. Louis, Missouri
We have audited the accompanying statement of net assets available for benefits
of the Southside Bancshares Corp. Employee Stock Ownership Plan with 401(k)
Provisions (the Plan) as of December 31, 1995, and the related statement of
changes in net assets available for benefits for the year then ended. These
financial statements are the responsibility of the Plan's Trustee. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Southside
Bancshares Corp. Employee Stock Ownership Plan with 401(k) Provisions at
December 31, 1995, and the changes in net assets available for benefits for the
year then ended in conformity with generally accepted accounting principles.
St. Louis, Missouri
August 16, 1996
2
<PAGE> 7
SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
STATEMENT OF NET ASSETS
December 31, 1996 and 1995
================================================================================
<TABLE>
<CAPTION>
1996 1995
---------------------------------- ------------------------------
Allocated Unallocated Total Allocated Unallocated Total
--------- ----------- ----- --------- ----------- -----
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at fair value (notes 3, 4, and 5)
Southside Bancshares Corp. common stock,
386,823 allocated shares and 102,497
unallocated shares at December 31, 1996
and 319,640 allocated shares and 168,010
unallocated shares at December 31, 1995 $8,800,213 2,331,817 11,132,030 6,392,800 3,360,200 9,753,000
Mutual Funds:
SEI S&P 500 Index Fund 686,211 - 686,211 432,963 - 432,963
Institutional shares of Federated GNMA Trust 159,224 - 159,224 189,455 - 189,455
Fidelity Funds Government Money Market 813,840 - 813,840 - - -
Northern Trust Benchmark
Government Portfolio - - - 1,290,987 - 1,290,987
----------- ----------- ----------- --------- --------- ----------
10,459,488 2,331,817 12,791,305 8,306,205 3,360,200 11,666,405
Receivables:
Employer's contribution 99,197 197,664 296,861 394,166 - 394,166
Employees' contributions 22,545 - 22,545 - - -
Loans to participants 13,546 - 13,546 - - -
Accrued interest and dividends 6,004 - 6,004 7,018 - 7,018
----------- ----------- ----------- --------- --------- ----------
10,600,780 2,529,481 13,130,261 8,707,389 3,360,200 12,067,589
Cash - - - 163,216 - 163,216
----------- ----------- ----------- --------- --------- ----------
Total Assets $10,600,780 2,529,481 13,130,261 8,870,605 3,360,200 12,230,805
LIABILITIES
Loan payable (Note 4) - 1,778,976 1,778,976 - 2,986,720 2,986,720
Excess employee contributions 15,768 - 15,768 - - -
----------- ----------- ----------- --------- --------- ----------
Total Liabilities 15,768 1,778,976 1,794,744 - 2,986,720 2,986,720
----------- ----------- ----------- --------- --------- ----------
Net Assets Available for Benefits $10,585,012 750,505 11,335,517 8,870,605 373,480 9,244,085
=========== =========== =========== ========= ========= ==========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
3
<PAGE> 8
SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
STATEMENT OF CHANGES IN NET ASSETS
For the years ended December 31, 1996 and 1995
<TABLE>
<CAPTION>
1996 1995
----------------------------------- ------------------------------------
Allocated UnallocatedTotal Allocated UnallocatedTotal
----------------------------------- ------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Additions to Net Assets Attributed to
Investment income:
Net appreciation in fair value of
investments (note 3) $1,054,108 377,025 1,431,133 1,278,560 672,040 1,950,600
Dividends - stock 188,500 55,593 244,093 112,185 56,001 168,186
Interest 64,414 - 64,414 4,175 - 4,175
---------- ------- ---------- --------- ------- ---------
1,307,022 432,618 1,739,640 1,394,920 728,041 2,122,961
Allocation of Southside Bancshares Corp.
common stock, 8,689 and 1,866 shares,
at market, in 1996 and 1995, respectively 197,664 - 197,664 298,560 - 298,560
Employee contributions 308,681 - 308,681 - - -
Employer contributions 110,315 301,302 411,617 316,631 78,588 395,219
---------- ------- ---------- --------- ------- ---------
Total Additions 1,923,682 733,920 2,657,602 2,010,111 806,629 2,816,740
---------- ------- ---------- --------- ------- ---------
Deductions from Net Assets Attributed to
Interest expense - 159,231 159,231 - 134,589 134,589
Benefits paid to participants 180,292 - 180,292 850,580 - 850,580
Diversification withdrawals and excess
contributions and earnings 28,983 - 28,983 - - -
Allocation of Southside Bancshares Corp.
common stock, 8,689 and 1,866 shares,
at market, in 1996 and 1995, respectively - 197,664 197,664 - 298,560 298,560
---------- ------- ---------- --------- ------- ---------
Total Deductions 209,275 356,895 549,790 850,580 433,149 1,283,729
---------- ------- ---------- --------- ------- ---------
net Increase Prior to Transfter 1,714,407 377,025 2,091,432 1,159,531 373,480 1,533,011
Transfer of net Assets (Note 5) - - - 2,014,604 - 2,014,604
---------- ------- ---------- --------- ------- ---------
Net Increase 1,714,407 377,025 2,091,432 3,174,135 373,480 3,547,615
Net Assets Available for Benefits
Beginning of year 8,870,605 373,480 9,244,085 5,696,470 - 5,696,470
---------- ------- ---------- --------- ------- ---------
End of year $10,585,012 750,505 11,335,517 8,870,605 373,480 9,244,085
========== ======= ========== ========= ======= =========
</TABLE>
See accompanying summary of accounting policies and notes to financial
statements.
4
<PAGE> 9
SOUTH SIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Summary of Accounting Policies
================================================================================
BASIS OF PRESENTATION
The accompanying financial statements have been prepared on the accrual basis
of accounting.
INVESTMENTS
Investments are stated at fair market value on December 31, 1996 and 1995.
Fair value is determined by quoted market prices.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
USE OF ESTIMATES
Management uses estimates and assumptions in preparing financial statements.
Those estimates and assumptions affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported additions to and deductions from net assets.
INCOME TAXES
The Internal Revenue Service issued its latest determination letter on February
7, 1996 which stated that the Plan and its underlying trust qualify under the
applicable provisions of the Internal Revenue Code and, therefore, are exempt
from federal income taxes.
5
<PAGE> 10
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
1. DESCRIPTIONS OF THE PLAN
The following descriptions of the Plan are provided for general
information only. Participants should refer to the Plan agreement for more
complete information.
GENERAL
The Plan is a defined contribution employee benefit plan covering
substantially all employees of South Side Bancshares Corp. (the
Company) and the employees of its subsidiary banks, South Side
National Bank, State Bank of DeSoto, Bank of St. Charles County, and
Bank of Ste. Genevieve. The Plan is subject to the provisions of
ERISA.
ELIGIBILITY
Employees are eligible for membership in the Plan after attainment of
age 18 and completion of 6 months of service during the eligibility
computation period. Employees must also complete 1,000 hours of
service each calendar year and be employed at the end of the Plan year
in order to participate in the Company contributions and forfeitures
for that year.
CONTRIBUTIONS
Under the Plan agreement, employees may elect to contribute, on a tax
deferred basis, not less than 2% nor more than 15% of covered
compensation. The Company contributed an amount equal to 50% of these
employee contributions, up to 6% of covered compensation.
Each year the Company may also, at its option, contribute an additional
discretionary amount as determined by the Company's Board of Directors.
The Company is required to contribute each year, an amount necessary
to service any debt of the Plan incurred for the purpose of acquiring
securities in accordance with the terms of the loan agreement. The
6
<PAGE> 11
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
maximum Company contribution allocated to a participant's account is the
lesser of $30,000 or 25% [including the 401 (k) Plan] of the member's
compensation paid by the employer for the year plus the interest
obligation on the loans used to purchase stock.
ALLOCATION OF BENEFITS
Employer contributions and forfeitures are allocated to eligible
participants' accounts based upon the ratio of eligible participants'
compensation for the year to total compensation of all eligible Plan
members for the year. Investment income and any gain or loss during the
year are allocated to the participant's account in the same proportion as
the balance of the participant's account to the total of all
participants' accounts as of the previous valuation date.
VESTING
Participants are immediately fully vested in their contributions plus
earnings thereon. Upon a participant's attainment of his/her disability,
retirement date, 65th birthday, or upon death, his/her entire account
balance as of the most recent valuation date will become 100% vested. In
the event a participant terminates employment, vesting the remainder of
that participant's account is based on years of continuous service as
follows:
<TABLE>
<CAPTION>
Completed years Vested
of service percentage
--------------- ----------
<S> <C>
Less than 2 -%
2 20%
3 50%
4 75%
5 or more 100%
</TABLE>
In the event that the Plan meets certain provisions of the Internal
Revenue Code, vesting may occur over a shorter period of time.
7
<PAGE> 12
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
DISTRIBUTIONS
Participants may choose to have account balances distributed in either
stock or cash. Participants' stock withdrawals are distributed from
securities held by the Plan by transfer of common stock to the
participants for full-share vested interest and cash for fractional-share
vested interest. Forfeitures resulting from withdrawals prior to full
vesting are allocated to participants' accounts as noted above.
LOANS
Participants may request a loan up to 50% of the vested balance in their
account for reasons of financial hardship. All loans must be repaid in
level payments over a maximum of a five-year period with an exception for
loans used to acquire a participant's principal residence.
DEBT
The Plan purchased Company common shares using the proceeds of a bank
borrowing (see Note 4) guaranteed by the Company, and holds that stock in
a trust established under the plan. The borrowing is to be repaid over a
period of 10 years by fully deductible Company contributions to the trust
fund. As the Plan makes each payment of principal, an appropriate
percentage of stock will be allocated to eligible employees' accounts in
accordance with applicable regulations under the Code.
The unallocated shares of stock serve as collateral for the borrowing and
is guaranteed by the Company. The lender has no rights against shares
once they are allocated under the ESOP. Accordingly, the financial
statements of the Plan for the year ended December 31, 1996 and 1995
present separately the assets and liabilities and changes therein
pertaining to:
a. The accounts of employees with vested rights in
allocated stock
(Allocated) and
b. Stock not yet allocated to employees
(Unallocated)
8
<PAGE> 13
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
ADMINISTRATIVE EXPENSES
The Plan requires the Company to pay all expenses incidental to the
operation and management of the Plan.
STOCK SPLIT
On February 15, 1996, the Company effected a ten for one stock split to
shareholders of record on January 31, 1996. For comparative purposes,
amounts relating to shares in the 1995 financial statements have been
adjusted to reflect this stock split.
PLAN TERMINATION
The Company reserves the right to terminate the Plan at any time. In the
event of Plan termination, participants become fully vested in their
accounts.
2. PARTY-IN-INTEREST TRANSACTIONS
At December 31, 1996 and 1995, the Plan held an investment in the Company's
common stock valued at $11,132,030 and 9,753,000, respectively. The Plan
also received dividends of $244,093 and $168,186 in 1996 and 1995,
respectively and recognized $1,431,133 and $1,950,600 of market value
appreciation on this investment during the years ended December 31, 1996 and
1995, respectively.
The Plan held monies in a non-interest bearing checking account with a
subsidiary of the company. At December 31, 1996 and 1995 the balances were
$0 and $16,645, respectively. During the year 1995, the Plan invested
short-term funds of $146,571 in an interest-bearing demand deposit account
with a subsidiary of the Company. During the year ended December 31, 1995,
the Plan earned $4,175 of interest income on this investment. These are
considered party-in-interest transactions allowable under ERISA guidelines.
9
<PAGE> 14
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
3. INVESTMENTS
Investments that represent 5% or more of the Plan's net assets available for
benefits at December 31, 1996 and 1995 are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1996
Issuer Description of investment Fair value
----- -------------------------- ----------
<S> <C> <C>
Southside Bancshares Common stock:
Corp. 386,823 shares allocated $8,800,213
102,497 shares unallocated 2,331,817
------- -----------
489,320 total shares $11,132,030
SEI S&P 500 Index Fund 29,089 shares $686,211
Fidelity Funds Government Portfolio
(money market mutual fund) $813,840
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1995
Issuer Description of investment Fair value
-------------------- -------------------------- ----------
<S> <C> <C>
Southside Bancshares Common stock:
Corp. 319,640 shares allocated $6,392,800
168,010 shares unallocated 3,360,200
------- ----------
487,650 total shares $9,753,000
The Northern Trust Benchmark Government
Company Portfolio (mutual fund) $1,290,987
</TABLE>
During 1996, the Plan's investments (including investments bought, sold and
held during the year appreciated (depreciated) in value by $1,431,133, as
follows:
<TABLE>
<S> <C>
Southside Bancshares Corp. common stock $1,338,664
SEI S&P 500 Index Fund 95,028
Institutional shares of Federated GNMA Trust (2,559)
----------
$1,431,133
==========
</TABLE>
10
<PAGE> 15
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
INVESTMENTS (continued)
Activity in SEI S&P 500 Index Fund and Institutional shares of Federated
GNMA Trust for 1996 was as follows:
<TABLE>
<CAPTION>
Additions to Net Assets Attributed to SEI S&P 500 GNMA Trust
----------- ----------
<S> <C> <C>
Investment income:
Net appreciation (depreciation) in fair value
of investments $95,028 (2,559)
Interest and dividends 20,404 11,807
Employee contributions 85,091 22,923
Fund transfers 52,725 (62,403)
-------- --------
Net increase (decrease) 253,248 (30,232)
Balance at beginning of the year 432,963 189,455
-------- --------
Balance at the end of the year $686,211 $159,223
======== ========
</TABLE>
4. LOAN PAYABLE
During 1995, the Plan entered into a loan agreement due April 1996 (extended
to April 2005 during 1996) with an unaffiliated financial institution, the
proceeds of which were used to purchase 186,670 shares of the Company's
common stock. The note is secured by the unallocated shares of the
Company's common stock and requires quarterly interest payments at the prime
rate which was 8.25% and had a principal balance of $1,778,976 at December
31, 1996. The loan requires annual principal payments of $197,664 on April 1
of each year, beginning in 1997, with the final payment due April 1, 2005.
The loan requires interest payments on a calendar year quarterly basis.
11
<PAGE> 16
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Notes to Financial Statements
================================================================================
5. PLAN AMENDMENT
Effective as of January 1, 1995, the company amended, restated and
consolidated the original 401 (k) Thrift Plan and the Employee Stock
Ownership Plan to an Employee Stock Ownership Plan containing Internal
Revenue Code Section 401 (k) provisions. The two original plans remained as
separate entities until December 31, 1995 at which time they were
consolidated into one plan by transferring all assets from the 401 (k)
Thrift Plan to the Employee Stock Plan. A summary of the net assets
transferred on December 31, 1995 follows:
<TABLE>
<S> <C>
Investments at fair value $1,913,405
Receivables:
Employer contributions 77,536
Interest and dividends 7,018
Cash 16,645
----------
$2,014,604
==========
</TABLE>
12
<PAGE> 17
SUPPLEMENTAL MATERIAL
<PAGE> 18
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Schedule of Assets Held for Investment
As of December 31, 1996
================================================================================
<TABLE>
<CAPTION>
Description Fair value Cost
----------- ---------- ----
<S> <C> <C>
Southside Bancshares Corp. common stock,
386,823 Allocated Shares $8,800,213 7,271,952
102,497 Unallocated Shares 2,331,817 1,778,976
------- ------------ -----------
489,320 Total Shares 11,132,030 9,050,928
Mutual Funds:
SEI S&P 500 Index Fund 686,211 593,529
Institutional shares of Federated GNMA Trust 159,224 161,432
Fidelity Funds Government Portfolio 813,840 813,840
------------ -----------
$12,791,305 10,619,729
============ ===========
</TABLE>
See accompanying independent auditors' report.
13
<PAGE> 19
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401(k) PROVISIONS
Schedule of Transactions or Series of Transactions
in Excess of 5% of Current Value
of Plan Assets at Beginning of Year
For the Year Ended December 31, 1996
================================================================================
<TABLE>
<CAPTION>
Number of Purchase Selling Cost of
transactions price price asset Net gain (loss)
------------ -------- ------- ---------- ---------------
<S> <C> <C> <C> <C> <C>
SINGLE TRANSACTIONS
Loan payment 1 $1,207,744
</TABLE>
See accompanying independent auditors' report.
14
<PAGE> 1
EXHIBIT 23a
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
ST. LOUIS, MISSOURI
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Number 33-00579) of our report dated August 16,
1996, relating to the financial statements of Southside Bancshares Corp.
Employee Stock Ownership Plan with 401 (k) Provisions for the year ended
December 31, 1995 appearing in the Plan's Annual Report on Form 11-K for the
year ended December 31, 1996.
/s/ BDO Seidman, LLP
----------------------------------
St. Louis, Missouri
July 1, 1997
<PAGE> 1
EXHIBIT 23b
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
SOUTHSIDE BANCSHARES CORP.
EMPLOYEE STOCK OWNERSHIP PLAN
WITH 401 (k) PROVISIONS
ST. LOUIS, MISSOURI
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (File Number 33-00579) of our report dated June 9, 1997,
relating to the financial statements of Southside Bancshares Corp. Employee
Stock Ownership Plan with 401 (k) Provisions appearing in the Plan's Annual
Report on Form 11-K for the year ended December 31, 1996.
/s/ Hopkins & Howard, PC
-----------------------------------
St. Louis, Missouri
July 1, 1997
