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


                                  Schedule 13G


                    Under the Securities Exchange Act of 1934

                                (Amendment No. 1)

                           SOUTHSIDE BANCSHARES, INC.
                                (Name of Issuer)

                          Common Stock, $1.25 Par Value
                         (Title of Class of Securities)

                                   84470P 10 9
                                 (CUSIP Number)


Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:

         [X]      Rule 13d-1(b)
         [ ]      Rule 13d-1(c)
         [ ]      Rule 13d-1(d)


*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                         (Continued on following pages)

                               Page 1 of 6 Pages




CUSIP No. 84470P 10 9           Schedule 13G                           page 2

--------------------------------------------------------------------------------

1   NAME OF REPORTING PERSON                     Southside Bank Trust Department
    S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


--------------------------------------------------------------------------------

2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

                                                                       (a)   [ ]

                                                                       (b)   [ ]
--------------------------------------------------------------------------------

3    SEC USE ONLY
--------------------------------------------------------------------------------

4    CITIZENSHIP OR PLACE OF ORGANIZATION

                                    Texas
--------------------------------------------------------------------------------
                   5    SOLE VOTING POWER

    NUMBER OF           188,686

      SHARES       -------------------------------------------------------------
                   6    SHARED VOTING POWER
   BENEFICIALLY
                        201,138
     OWNED BY
                   -------------------------------------------------------------
       EACH        7    SOLE DISPOSITIVE POWER

    REPORTING           188,686

   PERSON WITH     -------------------------------------------------------------
                   8    SHARED DISPOSITIVE POWER

                        201,138

--------------------------------------------------------------------------------
9   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    389,824

--------------------------------------------------------------------------------
10  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*


--------------------------------------------------------------------------------
11  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

                               5.24%

--------------------------------------------------------------------------------
12  TYPE OF REPORTING PERSON*

                               BK

--------------------------------------------------------------------------------
                      *SEE INSTRUCTION BEFORE FILLING OUT!




CUSIP No. 84470P 10 9           Schedule 13G                           page 3



Item 1.

         (a)      Name of Issuer:
                  --------------

                  Southside Bancshares, Inc.

         (b)      Address of Issuer's Principal Executive Offices:
                  -----------------------------------------------

                  1201 South Beckham Avenue
                  Tyler, Texas 75701


Item 2.

         (a)      Name of Person Filing:
                  ---------------------

                  Southside Bank Trust Department (the "Reporting Person")

         (b)      Address of Principal Business Office or, if none, Residence:
                  -----------------------------------------------------------

                  1201 South Beckham Avenue
                  Tyler, Texas 75701

         (c)      Citizenship:
                  -----------

                  Texas

         (d)      Title of Class of Securities:
                  ----------------------------

                  Common Stock, $1.25 par value

         (e)      CUSIP No.:
                  ---------

                  84470P 10 9


Item 3.           If this statement is filed pursuant to ss.ss.240.13d-1(b)   or
240.13d-2(b) or (c), check whether the person filing is a:

         (a)      [ ]      Broker or dealer  registered under section  15 of the
                           Act (15 U.S.C. 78o).

         (b)      [X]      Bank  as  defined  in  section  3(a)(6)  of  the  Act
                           (15 U.S.C. 78c).

         (c)      [ ]      Insurance company as  defined in section  3(a)(19) of
                           the Act (15 U.S.C. 78c).



CUSIP No. 84470P 10 9           Schedule 13G                           page 4

         (d)      [ ]      Investment  company  registered  under section of the
                           Investment Company Act of 1940 (15 U.S.C. 80a-8).

         (e)      [ ]      An  investment adviser in accordance withss.240.13d-1
                           (b)(1)(ii)(E);

         (f)      [ ]      An employee benefit plan or endowment fund in accord-
                           ance withss.240.13d-1(b)(1)(ii)(F);

         (g)      [ ]      A parent holding company or control person in accord-
                           ance withss.240.13d-1(b)(1)(ii)(G);

         (h)      [ ]      A  savings  association as defined in Section 3(b) of
                           the Federal Deposit Insurance Act (12 U.S.C. 1813);

         (i)      [ ]      A church  plan that is excluded  from the  definition
                           of an investment  company under  section  3(c)(14) of
                           the Investment Company Act of 1940 (15 U.S.C. 80a-3);

         (j)      [ ]      Group, in accordance withss.240.13d-1(b)(1)(ii)(J).


Item 4.  Ownership.
         ---------

     The following  information  relates to the reporting  person's ownership of
Common Stock, $1.25 par value, of the issuer as of May 23, 2001.


         (a)      Amount Beneficially Owned:
                  -------------------------

                  389,824

         (b)      Percent of Class:
                  ----------------

                  5.24%

         (c)      Number of Shares as to Which Such Person Has:
                  --------------------------------------------

                        (i)         Sole power to vote or to direct the vote:

                                    188,686

                       (ii)         shared power to vote or to direct the vote:

                                    201,138




CUSIP No. 84470P 10 9           Schedule 13G                           page 5

                      (iii)         sole  power  to  dispose  or  to  direct the
                                    disposition of:

                                    188,686

                       (iv)         shared  power  to  dispose  or to direct the
                                    disposition of:

                                    201,138


Item 5.  Ownership of Five Percent or Less of a Class.
         --------------------------------------------

                  If this statement is being filed to report the fact that as of
the date hereof  the reporting person  has ceased to  be the beneficial owner of
more than five percent of the class of securities, check the following [ ].


Item 6.  Ownership of More than Five Percent on Behalf of Another Person.
         ---------------------------------------------------------------

                  All of the  shares reported  as  beneficially  owned  in  this
Amendment No. 1 to Schedule 13G are held by the  Reporting Person in a fiduciary
capacity for the benefit of third parties. None  of the interests of those third
parties relates to more than five percent of the securities of the Issuer.

                  Of the 389,824  Shares reported as  beneficially owned in this
Schedule  13G,  201,138  shares (the "Plan  Shares")  are held in the  Reporting
Person's  capacity  as  Trustee  for the  Southside  Bancshares  Employee  Stock
Ownership  Plan (the "Plan").  Under the Plan,  the Reporting  Person has little
discretion  with regard to the voting of the Plan Shares.  The Reporting  Person
votes the Plan  Shares as  instructed  by either  the Plan  participants  or the
Administrative  Committee  of the Plan,  comprised  of  management  of Southside
Bancshares,  Inc. (the  "Issuer").  The Reporting  Person shares the  investment
power over the Plan  Shares with the  Administrative  Committee.  The  Reporting
Person  invests in the Issuer's  stock at the  direction  of the  Administrative
Committee.  The  Reporting  Person  must  purchase  and  maintain  in  the  Plan
sufficient shares of the Issuer's stock to make distributions in accordance with
the Plan Agreement. The Administrative Committee decides the extent to which the
Plan shall be invested in the Issuer's stock. The Administrative  Committee also
decides the price at which the Issuer's stock will be purchased or sold.


Item 7.  Identification  and Classification of the Subsidiary Which Acquired the
         Security Being Reported on by the Parent Holding Company.

                  Not Applicable.





CUSIP No. 84470P 10 9           Schedule 13G                           page 6


Item 8.  Identification and Classification of Members of the Group.
         ---------------------------------------------------------

                  Not Applicable.


Item 9.  Notice of Dissolution of Group.
         ------------------------------

                  Not Applicable.


Item 10. Certification.
         -------------

                  By signing below  I certify that,  to the best of my knowledge
and belief,  the securities  referred to above were acquired and are held in the
ordinary  course  of  business  and were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.


         After reasonable inquiry  and to the best of my knowledge and belief, I
certify that the information  set forth in this statement is true,  complete and
correct.

Date: May 24, 2001




                                  By:  /s/ Kathy Hayden
                                       -----------------------------------------
                                       Name/Title:  Kathy Hayden, Vice President
                                                    and Trust Officer