05-17741. Formations of, Acquisitions by, and Mergers of Bank Holding Companies

The companies listed in this notice have applied to the Board for approval, pursuant to the Bank Holding Company Act of 1956 (12 U.S.C. 1841 et seq.) (BHC Act), Regulation Y (12 CFR Part 225), and all other applicable statutes and regulations to become a bank holding company and/or to acquire the assets or the ownership of, control of, or the power to vote shares of a bank or bank holding company and all of the banks and nonbanking companies owned by the bank holding company, including the companies listed below.

The applications listed below, as well as other related filings required by the Board, are available for immediate inspection at the Federal Reserve Bank indicated. The application also will be available for inspection at the offices of the Board of Governors. Interested persons may express their views in writing on the standards enumerated in the BHC Act (12 U.S.C. 1842(c)). If the proposal also involves the acquisition of a nonbanking company, the review also includes whether the acquisition of the nonbanking company complies with the standards in section 4 of the BHC Act (12 U.S.C. 1843). Unless otherwise noted, nonbanking activities will be conducted throughout the United States. Additional information on all bank holding companies may be obtained from the National Information Center website at www.ffiec.gov/​nic/​.

Unless otherwise noted, comments regarding each of these applications must be received at the Reserve Bank indicated or the offices of the Board of Governors not later than October 3, 2005.

A. Federal Reserve Bank of Boston (Richard Walker, Community Affairs Officer) P.O. Box 55882, Boston, Massachusetts 02106-2204:

1. CNB Financial Corp., Worcester, Massachusetts; to become a bank holding company by acquiring 100 percent of the voting shares of Commonwealth National Bank, Worcester, Massachusetts.

B. Federal Reserve Bank of Richmond (A. Linwood Gill, III, Vice President) 701 East Byrd Street, Richmond, Virginia 23261-4528:

1. Highlands Bankshares, Inc., Petersburg, West Virginia; to acquire at least 80 percent of the voting shares of The National Bank of Davis, Davis, West Virginia.

C. Federal Reserve Bank of Dallas (W. Arthur Tribble, Vice President) 2200 North Pearl Street, Dallas, Texas 75201-2272:

1. FC Holdings, Inc., Houston, Texas, and FC Holdings of Delaware, Inc., Wilmington, Delaware; to merge with Bosque Corporation, and thereby indirectly Bosque County Bank of Meridian, both of Meridian, Texas.

2. Prosper Bancshares, Inc., Dallas, Texas, and Prosper Delaware Financial Corp., Dover, Delaware; to become bank holding companies by acquiring 100 percent of the voting shares of Prosper State Bank Prosper, Texas.

3. South Texas Bancshares, Inc., Grand Prairie, Texas; to become a bank holding company by acquiring 100 percent of the voting shares of Caprock Bancshares, Inc., Shallowater, Texas, and thereby indirectly acquire First State Bank, Shallowater, Texas.

D. Federal Reserve Bank of San Francisco (Tracy Basinger, Director, Regional and Community Bank Group) 101 Market Street, San Francisco, California 94105-1579:

1. Zions Bancorporation, Salt Lake City, Utah; to acquire 100 percent of the voting shares of Amegy Bancorporation, Inc., Houston, Texas, and thereby indirectly acquire voting shares of Amegy Bank, National Association, Houston, Texas.

Board of Governors of the Federal Reserve System, September 1, 2005.

Jennifer J. Johnson,

Secretary of the Board.