SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                     FORM 15

      Certification and Notice of Termination of Registration under Section
          12(g) of the Securities Exchange Act of 1934 or Suspension of
                 Duty to File Reports Under Section 13 and 15(d)
                     of the Securities Exchange Act of 1934.

                         Commission File Number: 0-13496

                            CHARTER BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

                               2600 CITADEL DRIVE
                                    SUITE 600
                              HOUSTON, TEXAS 77008
                                 (713) 692-6121
                   (Address, including zip code, and telephone
                         number, including area code, of
                         registrants principal executive
                                    offices)

                    COMMON STOCK, PAR VALUE $1.00 PER SHARE
            (Title of each class of securities covered by this Form)

                                      NONE

  (Titles of all other classes of securities for which a duty to file reports
                     under Section 13(a) or 15(d) remains)

                Please place an X in the box(es) to designate the
                  appropriate rule provision(s) relied upon to
                 terminate or suspend the duty to file reports.

                  Rule 12g-4(a)(1)(i)   [x]   Rule 12h-3(b)(1)(ii)
                  Rule 12g-4(a)(1)(ii)        Rule 12h-3(b)(2)(i)
                  Rule 12g-4(a)(2)(i)         Rule 12h-3(b)(2)(ii)
                  Rule 12g-4(a)(2)(ii)        Rule 15d-6
                  Rule 12h-3(b)(1)(i)

       Approximate number of holders of record as of the certification or
                                 notice date: 1

         Pursuant to the requirements of the Securities Exchange Act of 1934,
Charter Bancshares, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.

                                        CHARTER BANCSHARES, INC.


DATE:   May 28, 1996                    By: /s/ Michael A. Roy
                                           -------------------
                                        Michael A. Roy
                                        Senior Vice President, General Counsel
                                                 and Secretary