Amendment

CERTIFICATE OF AMENDMENT


                                 EXHIBIT 4.8

                    Amendment to Articles of Incorporation
                            effective June 3, 1998



                              The State of Texas

                              Secretary of State

                           CERTIFICATE OF AMENDMENT
                                      OF

                       TEXAS REGIONAL BANCSHARES, INC.
                              FILE NO: 681704-00

The undersigned, as Secretary of State of Texas, hereby certifies that the
attached Articles of Amendment for the above named entity have been received in
this office and are found to conform to law.

ACCORDINGLY, the undersigned, as Secretary of State, and by virtue of the
authority vested in the Secretary by law, hereby issues this Certificate of
Amendment.

Dated:         June 3, 1998

Effective:     June 3, 1998

      [SEAL]

                                                /s/ ALBERTO R. GONZALES  LCS
                                                Alberto R. Gonzales
                                                Secretary of State

                                                                FILED
                                                        IN THE OFFICE OF THE
                                                     SECRETARY OF STATE OF TEXAS
                                                             JUN 03 1998
                                                        CORPORATIONS SECTION

                            ARTICLES OF AMENDMENT
                                    TO THE
                          ARTICLES OF INCORPORATION
                                      OF
                       TEXAS REGIONAL BANCSHARES, INC.

      Pursuant to the provisions of Article 4.04 of the Texas Business
Corporation Act, the undersigned corporation adopts the following Articles of
Amendment to its Amended Articles of Incorporation:

                                      I.

      The name of the corporation is Texas Regional Bancshares, Inc.

                                     II.

      The following amendment to the Articles of Incorporation was adopted by
the shareholders of the Corporation on April 27, 1998:


            RESOLVED, that the shareholders of Texas Regional Bancshares, Inc.,
      hereby approve the following amendment to the Articles of Incorporation of
      the Corporation:

      Article Four of the Articles of Incorporation of the Corporation is hereby
      amended to read as follows:

                  The corporation is authorized to issue two classes of shares
            to be designated respectively "Preferred" and "Class A Voting
            Common." The total number of shares which the Corporation is
            authorized to issue is sixty million (60,000,000). The number of
            shares of each class and a statement of the par value of the shares
            of each class are as follows:

                                              NUMBER OF           PAR
                    CLASS                 SHARES AUTHORIZED       VALUE
                    -----                 -----------------       -----
                  Preferred                   10,000,000          $1.00

               Class A Voting                 50,000,000          $1.00
                   Common

                                     III.

      The number of shares of the Corporation outstanding at the time of
adoption of the above amendment of the Articles of Incorporation was 14,403,484
shares of Class A Voting Common stock, each of which was entitled to vote on the
above amendment. No Preferred shares were outstanding.

                                     IV.

      The total number of Class A Voting Common shares voted for the amendment
was 10,126,920 shares and the total number of Class A Voting Common shares voted
against the amendment was 2,054,920 shares.

                                      V.

      The amendment does not effect a change in the aggregate amount of stated
capital of the Corporation.

      EXECUTED April 27, 1998.

                                    Texas Regional Bancshares, Inc.

                                    By: /s/ G.E. RONEY
                                            Glen E. Roney,
                                            Chairman of the Board and
                                            Chief Executive Officer

                                    By: /s/ PAUL S. MOXLEY
                                            Paul S. Moxley,
                                            President and Secretary