Exhibit 3.3


                         CERTIFICATE OF AMENDMENT OF THE
                        CERTIFICATE OF DESIGNATION OF THE
                    6.0% SERIES A CONVERTIBLE PREFERRED STOCK

         Texas Capital Bancshares, Inc., a corporation organized and existing
under and by virtue of Section 242 of the General Corporation Law of the State
of Delaware (the "Corporation"),

       DOES HEREBY CERTIFY:

         FIRST: That the holders of the 6.0% Series A Convertible Preferred
  Stock, $0.01 par value per share and the holders of common stock, par value
  $.01 par value per share, adopted a resolution by written consent, in
  accordance with Section 228 of the General Corporation Law, proposing and
  declaring the following amendment to the Certificate of Designation of the
  6.0% Series A Convertible Preferred Stock of said Corporation (the
  "Certificate of Designation"):

         RESOLVED, that Section 4(a) of the Certificate of Designation is hereby
amended in its entirety to read as follows:

         4(a).    The Series A Preferred Stock will automatically convert into
                  one (1) share of authorized but unissued Common Stock (the
                  "Conversion Rate") upon the occurrence of any of the
                  following: (i) any transaction, whether by merger,
                  consolidation, asset sale, tender offer, reverse stock split,
                  or otherwise, which results in the acquisition of beneficial
                  ownership (as such term is defined under the rules and
                  regulations promulgated under the Securities Exchange Act of
                  1934, as amended) by any person or entity, or any group of
                  persons or entities acting in concert, of 50% or more of the
                  outstanding shares of Common Stock of the Corporation; (ii)
                  the sale of all or substantially all of the assets of the
                  Corporation, (iii) the Common Stock is authorized for trading
                  on the New York Stock Exchange or the Nasdaq National Market
                  and the market value per share of the Common Stock is $17.50
                  per share or greater (the "Quoted Price") as of the market
                  close for thirty consecutive trading days; (iv) the
                  Corporation consummates an underwritten public offering of any
                  shares of Common Stock at a price of $17.50 per share or
                  higher (the "IPO Price"), or (v) the capital adequacy
                  guidelines published by the Board of Governors of the United
                  States Federal Reserve system are changed in any manner which
                  results in the Series A Preferred Stock no longer qualifying
                  as Tier I Capital under such guidelines.

                  The Quoted Price and the IPO Price shall be adjusted
                  accordingly, consistent with Section 4(f)(i), if the
                  Corporation on or after July 30, 2002 (A) declares or makes a
                  distribution or dividend on its Common Stock in shares of its
                  capital stock, (B) subdivides its outstanding shares of Common
                  Stock into a greater number of shares, (C) combines its
                  outstanding shares of Common Stock into a smaller number of
                  shares or (D) issues by reclassification of its shares of
                  Common Stock (including any reclassification in connection
                  with a consolidation or merger in which the Corporation is the
                  continuing corporation) any shares of Common Stock.



                  IN WITNESS WHEREOF, this Certificate of Amendment of the
Certificate of Designation of the 6.0% Series A Convertible Preferred Stock
having been duly adopted by the Board of Directors of the Corporation in
accordance with the provisions of Section 242 of the General Corporation Laws of
the State of Delaware (the "GCL"), has been executed this 16th day of September,
2002 by Joseph M. Grant, its authorized officer in accordance with Section
103(2)(a) of the GCL.

                                            Texas Capital Bancshares, Inc.



                                            By:    /s/ Joseph M. Grant
                                                 -------------------------------
                                                   Joseph M. Grant
                                            Title: Chairman of the Board and
                                                   Chief Executive Officer