~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~UNITED~~Washington, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~Washington,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Current~~Date ~~Report Pursuant~~of toreport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofJanuary 3, ~~1934~~ 2007

~~Date~~STATE ofNATIONAL ~~report (Date of earliest event reported): June 28~~BANCSHARES, ~~2006~~INC.

~~STATE~~(Exact ~~NATIONAL~~Name ~~BANCSHARES,~~of ~~INC.~~ Registrant as Specified in Charter)

Texas (~~Exact~~State ~~name~~or Other Jurisdiction of ~~registrant~~Incorporation) as000-51548 ~~specified~~(Commission inFile ~~its~~Number) ~~charter~~75-2641879 (IRS Employer Identification Number)

~~Texas~~4500 ~~(State~~Mercantile orPlaza ~~other~~Drive, ~~jurisdiction~~Suite 300 Fort ofWorth, ~~incorporation)~~Texas ~~000-51548~~ 76137 (~~Commission~~Address ~~File~~of ~~Number)~~Principal ~~75-2641879~~Executive Offices) (~~IRS~~Zip ~~Employer Identification No.~~Code)

~~4500 Mercantile Plaza Drive Suite~~(817) ~~300~~547-1150 ~~Fort Worth, Texas 76137~~ (~~Address~~Registrant’s oftelephone ~~principal~~number, ~~executive~~including ~~offices)~~area ~~(Zip Code~~code)

~~(817) 547-1150~~Not Applicable (~~Registrant’s~~Former ~~telephone~~Name ~~number~~or Former Address, If ~~including~~Changed ~~area~~Since ~~code~~Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~þ Soliciting material pursuant to Rule~~Item ~~14a-12~~2.01 ~~under~~Completion ~~the~~of ~~Exchange~~Acquisition ~~Act~~or ~~(17~~Disposition ~~CFR~~of ~~240~~Assets.~~14a-12)~~

o ~~Pre-commencement~~On ~~communications~~January 3, 2007, pursuant to ~~Rule~~the terms and conditions of the Agreement and Plan of Merger, dated as of June ~~14d-2~~12, 2006 (bthe “Merger Agreement”), ~~under~~between ~~the~~State ~~Exchange~~National ~~Act~~Bancshares, Inc. (17“SNBI”) ~~CFR~~and ~~240~~Banco Bilbao Vizcaya Argentaria, S.~~14d-2~~A. (b“BBVA”), SNBI and BBVA completed the merger (the “Merger”) in which Newco Aspen, Inc., a wholly-owned subsidiary of BBVA, merged with and into SNBI, with SNBI as the surviving corporation. As a result of the Merger, SNBI became a wholly-owned subsidiary of BBVA.

o ~~Pre-commencement~~Pursuant ~~communications~~to ~~pursuant~~the Merger Agreement, each share of SNBI common stock issued and outstanding immediately prior to ~~Rule 13e-4(c)~~the effective ~~under~~time of the ~~Exchange~~Merger ~~Act~~was ~~(17~~cancelled ~~CFR~~and ~~240~~converted into the right to receive $38.~~13e-4(c))~~50 in cash, without interest, and each option to acquire a share of SNBI common stock was cancelled and converted into the right to receive an amount in cash equal to the excess, if any, of the mean between the highest and lowest selling price quoted on the Nasdaq National Market for a share of SNBI common stock on the last trading day prior to the effective time of the Merger over the exercise price per share of each such option, without interest. BBVA will pay approximately $483.7 million in cash to SNBI shareholders and holders of options to acquire shares of SNBI common stock.

~~TABLE~~ This OFdescription of ~~CONTENTS~~the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference. A copy of the press release announcing the completion of the Merger is attached as Exhibit 99.1 and is incorporated herein by reference.

~~ITEM 8~~Item 3.01. ~~OTHER~~Notice ~~EVENTS~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Table~~ In connection with the closing of ~~Contents~~the Merger, SNBI notified the Nasdaq National Market on January 3, 2007 that the Merger has been completed. The Nasdaq National Market will file a notification of removal from listing on Form 25 with the Securities and Exchange Commission with respect to SNBI’s common stock.

~~ITEM 8~~Item 3.~~01.~~03 ~~OTHER~~Material ~~EVENTS~~Modification to Rights of Security Holders.

~~On June 28,~~ In ~~2006,~~connection ~~State~~with ~~National~~the ~~Bancshares~~Merger, ~~Inc.~~each ~~elected~~share ~~not~~of tocommon ~~renew~~stock ~~its~~of ~~revolving~~SNBI ~~credit facility~~was ~~with~~converted ainto ~~correspondent bank in~~ the ~~amount of $5.0 million. After reviewing its alternative~~right ~~liquidity~~to ~~resources,~~receive ~~including cash on hand of~~ $1738.~~1 million~~50 ~~at March 31, 2006 and~~ in ~~light of the pending merger transaction with Banco Bilbao Vizcaya Argentaria~~cash, Swithout interest.A. ~~which~~See ~~would require~~ the ~~consent~~ ofdisclosure ~~the~~regarding ~~correspondent bank if~~ the ~~credit~~Merger ~~facility~~and ~~were renewed,~~ the ~~Board of Directors~~ ~~determined~~Merger ~~that~~Agreement itunder ~~was not necessary for State National Bancshares to renew its $5.0~~Item ~~million revolving credit facility~~2.01 ~~State~~above ~~National~~for ~~Bancshares~~additional ~~has no current balance and has not carried a balance on this credit facility since its inception~~information.

Except for historical information contained herein, this filing contains forward-looking statements regarding State National Bancshares’ prospective performance and strategies within the meaning of SectionItem ~~27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended~~5.01 ~~State~~Changes ~~National Bancshares intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained~~ in ~~the~~Control ~~Private Securities Litigation Reform Act~~ of ~~1995, and is including this statement for purposes of said safe harbor provisions~~Registrant. ~~The following factors, among others, could cause actual results to differ~~ materially from the expectations stated in any forward-looking statement: a change in general business and economic conditions in the markets the Company serves; changes in the interest rate environment, deposit flows, loan demand, real estate values, and competition; changes in accounting principles, policies or guidelines; changes in legislation and regulation; and other economic, competitive, governmental, regulatory, geopolitical, and technological factors affecting State National Bancshares’ operations, pricing, and services. State National Bancshares undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Please also read the additional risks and factors described from time to time in State National Bancshares’ reports and documents filed with the Securities and Exchange Commission.

~~Table~~ As a result of ~~Contents~~the Merger, SNBI became a wholly-owned subsidiary of BBVA. See the disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for additional information.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused~~2 ~~this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	STATE NATIONAL BANCSHARES, INC.
Date: July 5, 2006	By:	/s/ Don E. Cosby
		Don E. Cosby, Executive Vice President

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(b) In connection with the Merger, each of Mark G. Merlo and Ben Stribling voluntarily resigned from SNBI’s board of directors on January 3, 2007.

(d) SNBI has expanded its board of directors to 13 directors, and BBVA, SNBI’s sole shareholder, has elected the following individuals to SNBI’s board of directors: José María García Meyer-Döhner, Raúl Santoro, Joaquín Gortari Diez and Peter William Paulsen.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 3, 2006, SNBI’s sole shareholder, BBVA, amended SNBI’s Bylaws. The amendment provides that BBVA shall be entitled to appoint one or more Directors as BBVA Designees. Also, in order for the Board of Directors to decide any matter brought before the Board, it must be approved by a majority of those Directors present at the meeting and the majority must include at least two BBVA Designees, unless BBVA provides that a lesser number of BBVA Designees is sufficient. The Amended and Restated Bylaws are attached as Exhibit 3.1 to this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of June 12, 2006, by and between Banco Bilbao Vizcaya Argentaria, S.A. and State National Bancshares, Inc. (incorporated by reference from SNBI’s Current Report on Form 8-K filed on June 16, 2006).

3.1		Amended and Restated Bylaws of State National Bancshares, Inc.

99.1		Press release, dated January 3, 2007, announcing completion of the Merger.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	STATE NATIONAL BANCSHARES, INC.

Date: January 3, 2007
	/s/ Don E. Cosby

	Name:	Don E. Cosby
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of June 12, 2006, by and between Banco Bilbao Vizcaya Argentaria, S.A. and State National Bancshares, Inc. (incorporated by reference from SNBI’s Current Report on Form 8-K filed on June 16, 2006).

3.1		Amended and Restated Bylaws of State National Bancshares, Inc.

99.1		Press release, dated January 3, 2007, announcing completion of the Merger.

Filing Compare · State National Bancshares, Inc.