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


                                 Schedule 13G/A


                    Under the Securities Exchange Act of 1934
                                (Amendment No. 2)

                           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/A                            page 2



--------------------------------------------------------------------------------
1        Names of Reporting Persons
         I.R.S. Identification Nos. of Above Person (entities only)

         Southside Bank Trust Department
--------------------------------------------------------------------------------
2        Check the Appropriate Box if a Member of A Group
         (See Instructions)
                   (a) [  ]
                   (b) [  ]
--------------------------------------------------------------------------------
3        SEC Use Only
--------------------------------------------------------------------------------
4        Citizenship or Place of Organization

         Texas
--------------------------------------------------------------------------------
Number of                           5       Sole Voting Power
                                            162,881
Shares                              --------------------------------------------
                                    6       Shared Voting Power
Beneficially                                231,463
                                    --------------------------------------------
Owned by                            7       Sole Dispositive Power
                                            162,881
Each Reporting                      --------------------------------------------
                                    8       Shared Dispositive Power
Person With                                 231,463
--------------------------------------------------------------------------------
9        Aggregate Amount Beneficially Owned by Each Reporting Person
         394,344
--------------------------------------------------------------------------------
10       Check if the Aggregate Amount in Row (9) Excludes Certain Shares*

--------------------------------------------------------------------------------
11       Percent of Class Represented by Amount in Row (9)
         3.8%
--------------------------------------------------------------------------------
12       Type of Reporting Person*
         BK
--------------------------------------------------------------------------------

                     * SEE INSTRUCTIONS BEFORE FILLING OUT!



CUSIP No. 84470P 10 9            Schedule 13G/A                           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).

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



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


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

         (f)      [ ]      An  employee   benefit  plan  or  endowment  fund  in
                           accordance with ss.240.13d-1(b)(1)(ii)(F);

         (g)      [ ]      A  parent  holding   company  or  control  person  in
                           accordance with ss.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 with ss.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 December 31, 2003.


         (a) Amount Beneficially Owned:

                  394,344

         (b) Percent of Class:

                  3.8%

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

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

                                    162,881

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

                                    231,463

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

                                    162,881



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


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

                                    231,463

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 [X].

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. 2 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 394,344 Shares reported as  beneficially  owned in this
Schedule  13G,  231,463  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 or Control
         Person.

                  Not Applicable.




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



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

                  Not Applicable.

Item 9.  Notice of Dissolution of Group.

                  Not Applicable.




CUSIP No. 84470P 10 9              Schedule 13G/A                         page 7

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: February 11, 2004




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