<PAGE>   1

   As filed with the Securities and Exchange Commission on February 13, 2001.

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                GBC BANCORP, INC.
               ---------------------------------------------------
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                               <C>                              <C>
                                          165 NASH STREET
            GEORGIA                 LAWRENCEVILLE, GEORGIA 30045             58-2265327
-------------------------------   -------------------------------  -------------------------------
(State or other jurisdiction of   (Address of principal executive  (I.R.S. Employer Identification
incorporation or organization)                offices)                         Number)
</TABLE>

                             1998 STOCK OPTION PLAN
                                       OF
                       GBC BANCORP, INC. (178,500 SHARES)
                                       AND
      CERTAIN SHARES HELD BY A DIRECTOR OF GBC BANCORP, INC. (1,500 SHARES)
      ---------------------------------------------------------------------
                            (Full title of the plan)

                            Steven S. Dunlevie, Esq.
                      Womble Carlyle Sandridge & Rice, PLLC
                            3500 One Atlantic Center
                         1201 West Peachtree Street, NE
                             Atlanta, Georgia 30309
                                 (404) 872-7000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO   AMOUNT TO BE   OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
    BE REGISTERED         REGISTERED         SHARE(1)            PRICE(1)       REGISTRATION FEE(1)
----------------------  --------------  ------------------  ------------------  -------------------
<S>                     <C>             <C>                 <C>                 <C>
Common Stock,           180,000 shares        $10.00            $1,800,000             $450
$1.00 par value
</TABLE>

(1)      Pursuant to Rule 457(c) and (h)(1), based on the option price ($10.00)
         for options granted under the GBC Bancorp, Inc. 1998 Stock Option Plan
         and exercise price of shares acquired by a director.


<PAGE>   2

                                EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a prospectus prepared in accordance with the requirements of Part I of Form S-3
(in accordance with Section C of the General Instructions to Form S-8) which
covers reoffers and resales of shares of common stock of the Registrant that
have been issued pursuant to Registrant's 1998 Stock Option Plan. The second
part contains information required pursuant to Part II of Form S-8. Pursuant to
the Note to Part I of Form S-B, the Plan Information specified by Part I is
being separately provided to the Registrant's employees, officers, directors and
consultants as specified in Rule 428(b)(1) and is not being filed with the
Securities and Exchange Commission.


<PAGE>   3

                                     PART I

                                RESALE PROSPECTUS

                                   PROSPECTUS

                                GBC BANCORP, INC.

                          1,500 SHARES OF COMMON STOCK
                                ($1.00 PAR VALUE)

         This prospectus is part of a registration statement that covers 1,500
shares of our common stock. These shares may be offered and sold from time to
time by one of our shareholders. We will not receive any of the proceeds from
the sale of the common shares. We will bear the costs relating to the
registration of the common shares, which we estimate to be less than $500.

         The common shares are not traded quoted or listed on any market.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         PURCHASING SHARES OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON page 2.

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

               The date of this prospectus is February 13, 2001


<PAGE>   4

         In this prospectus, we use the terms "GBC Bancorp," "we," "us" and
"our" to refer to GBC Bancorp, Inc., a Georgia corporation and its wholly owned
subsidiary, Gwinnett Banking Company, a Georgia bank.

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

         You should rely on the information contained or incorporated by
reference in this prospectus. See "Where You Can Find More Information" and
"Incorporation of Certain Documents by Reference" on page 7. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than on the front cover of this
prospectus.


                                      -i-
<PAGE>   5

                                   THE COMPANY

GBC BANCORP, INC.

         We are a holding company for Gwinnett Banking Company, a Georgia bank.

MARKET AND COMPETITION

         We believe that Gwinnett County has a very active and competitive
banking market. Based on the Federal Deposit Insurance Corporation Summary of
Deposits as of June 30, 1999, there were 26 commercial banks, three thrift
institutions and four credit unions that operate 150 offices in Gwinnett County.
We believe that our personalized service enables us to compete favorably with
larger financial institutions in our target market of small to medium-sized
businesses.

LENDING POLICY

         Our lending business consists principally of making loans to small- and
medium-sized businesses and to their owners, officers and employees, loans to
independent single-family residential contractors, loans that are guaranteed by
the Small Business Administration and loans to individual consumers. Our loan
portfolio consists of single-family residential construction loans, commercial
loans, consumer and Small Business Administration loans.

DEPOSITS

         Our primary sources of deposits are residents of and businesses located
in Gwinnett County and to a lesser extent Cobb County, DeKalb County and Fulton
County. Our deposit mix at December 31, 2000 consisted of non interest-bearing
demand deposits, interest-bearing demand and money market deposits, savings
deposits, time deposits of $100,000 or more and other time deposits.

         We are located at 165 Nash Street, Lawrenceville, Georgia 30045, our
telephone number is (770) 995-0000 and our Web site address is
www.gwinnettbanking.com. GBC Bancorp was incorporated in Georgia in 1996 and
Gwinnett Banking Company received its Georgia banking charter in 1997.
Information on our Web site does not constitute part of this prospectus and you
should rely only on information contained in this prospectus in deciding whether
to invest in our common stock.

                                  THE OFFERING

<TABLE>
<S>                            <C>
SECURITIES OFFERED ........    1,500 shares of common stock, $1.00 par value.

OFFERING PRICE ............    All or part of the shares offered hereby may be sold from time to time in amounts and
                               on terms to be determined by the selling shareholder at the time of the sale.
</TABLE>


                                      -1-
<PAGE>   6

                                  RISK FACTORS

         An investment in our common stock involves a significant degree of
risk. In determining whether to make an investment, you should consider
carefully all of the information set forth in this prospectus and, in
particular, the following factors. The shares of our common stock we are
offering are not savings accounts, deposits or other obligations of a bank or
savings association and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.

THE MARKETS FOR OUR SERVICES ARE HIGHLY COMPETITIVE AND WE FACE SUBSTANTIAL
COMPETITION.

         The banking business is highly competitive. We will compete as a
financial intermediary with other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, and brokerage and investment banking firms soliciting business from
residents of Gwinnett County, Georgia, many of which have greater resources than
we have. Many of our competitors enjoy competitive advantages including greater
financial resources, a wider geographic presence or more accessible branch
office locations, the ability to offer additional services, more favorable
pricing alternatives and lower origination and operating costs. Increased
competitive pressures could be one effect of the recently adopted
Gramm-Leach-Bliley Act described below under "Business-Supervision and
Regulation." This competition could result in a decrease in loans we originate
and could negatively affect our results of operations.

         In attracting deposits, we compete with insured depository institutions
such as banks, savings institutions and credit unions, as well as institutions
offering uninsured investment alternatives, including money market funds.
Traditional banking institutions, as well as entities intending to transact
business solely on-line, are increasingly utilizing the Internet as a means of
attracting deposits without geographic or physical limitations. In addition,
many nonbank competitors are not subject to the same extensive regulations that
govern us. These competitors may offer higher interest rates than we offer,
which could result in either our attracting fewer deposits or in our being
required to increase our rates in order to attract deposits. Increased deposit
competition could increase our cost of funds and could affect adversely our
ability to generate the funds necessary for our lending operations, which would
negatively affect our results of operations.

CHANGES IN INTEREST RATES COULD HAVE AN ADVERSE EFFECT ON OUR INCOME.

         Our profitability depends to a large extent upon our net interest
income. Net interest income is the difference between interest income on
interest-earning assets, such as loans and investments, and interest expense on
interest-bearing liabilities, such as deposits and borrowings. Our net interest
income will be adversely affected if market interest rates change so that the
interest we pay on deposits and borrowings increases faster than the interest we
earn on loans and investments. Changes in interest rates also can affect the
value of our loans. An increase in interest rates could adversely affect
borrowers' ability to pay the principal or interest on our loans. This may lead
to an increase in our nonperforming assets and could have a material and
negative effect on our results of operations.

         Interest rates are highly sensitive to many factors, including
governmental monetary policies and domestic and international economic and
political conditions. Conditions such as inflation, recession, unemployment,
money supply and other factors beyond our control may also affect interest
rates. Fluctuations in market interest rates are neither predictable nor
controllable and may have a material and negative effect on our business,
financial condition and results of operations.

WE ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATIONS, INCLUDING NEW LEGISLATION,
THAT AFFECT OUR OPERATIONS AND MAY RESULT IN HIGHER OPERATING COSTS OR INCREASED
COMPETITION FOR US.

         Our success will depend not only on competitive factors, but also on
state and federal regulations affecting banks and bank holding companies
generally. Regulations now affecting us may change at any time, and such changes
may adversely affect our business.


                                      -2-
<PAGE>   7

         We are subject to extensive regulation by the Board of Governors of the
Federal Reserve, the Federal Deposit Insurance Corporation and the Georgia
Department of Banking and Finance. Supervision, regulation and examination of
banks and bank holding companies by bank regulatory agencies are intended
primarily for the protection of depositors rather than shareholders. These
agencies examine bank holding companies and commercial banks, establish capital
and other financial requirements and approve new branches, acquisitions or other
changes of control. Our ability to establish new branches or to make
acquisitions is conditioned upon the receipt of required regulatory approvals
from the applicable regulators.

         We believe that changes in legislation and regulations will continue to
have a significant impact on the banking industry. Although some of the
legislative and regulatory changes may benefit us and our bank, others will
increase our costs of doing business and could assist our competitors, which are
not subject to similar regulation.

         The Gramm-Leach-Bliley Act became effective on March 11, 2000. This
major banking legislation now permits affiliation among depository institutions
and entities whose activities are considered financial in nature. Activities
that are expressly considered financial in nature include securities and
insurance underwriting and agency, investment management and merchant banking.
With certain exceptions, this act similarly expanded the authorized activities
of subsidiaries of national banks and, indirectly through the provisions of
state law, Georgia banks. In general, these expanded powers are reserved to bank
holding companies and banks where all depository institutions affiliated with
them are well capitalized and well managed based on applicable banking
regulation. The act clarifies state regulation of insurance products sold by
depository institutions, imposes rules on data privacy and repeals some of the
exemptions enjoyed by banks under federal securities laws relating to the
offering of securities and the licensing of broker-dealers and investment
advisors. This act will be the subject of extensive rulemaking by federal
banking regulators and others. Although the effects of this legislation will
only begin to be understood over the next several years and cannot presently be
predicted with any certainty, it may accelerate trends toward larger financial
services companies offering a wider range of products and services. Firms of
this type may have increased resources and market power that may adversely
affect our ability to compete effectively.

BECAUSE A SIGNIFICANT PORTION OF OUR LOAN PORTFOLIO IS SECURED BY REAL ESTATE,
ANY NEGATIVE CONDITIONS AFFECTING REAL ESTATE MAY HARM OUR BUSINESS.

         A significant portion of our loan portfolio consists of commercial
loans that are secured by various types of real estate as collateral, as well as
real estate loans on commercial properties. Because these loans rely on real
estate as collateral, either totally in the case of real estate loans or
partially in the case of commercial loans secured by real estate, they are
sensitive to economic conditions and interest rates. Real estate lending also
presents additional credit related risks, including a borrower's inability to
pay and deterioration in the value of real estate held as collateral.

WE HAVE A SIGNIFICANT AMOUNT OF CONSTRUCTION LOANS. THESE LOANS ARE SUBJECT TO
ADDITIONAL RISKS UNIQUE TO THE BUILDING INDUSTRY THAT COULD NEGATIVELY AFFECT
OUR NET INCOME.

         Historically, our loan portfolio has included a concentration of
construction loans consisting of one-to-four family residential construction
loans, commercial construction loans and land loans for residential and
commercial development. Conditions in the construction-lending sector have been
favorably affected by the same factors affecting real estate loans generally.
These favorable conditions may not continue. In addition to the risk of
nonpayment by borrowers, construction lending poses additional risks in that:

         -        land values may decline;

         -        developers or builders may fail to complete or develop
                  projects;

         -        municipalities may place moratoriums on building;

         -        developers may fail to sell the improved real estate;


                                      -3-
<PAGE>   8

         -        there may be construction delays and cost overruns;

         -        insufficient collateral may exist; or

         -        permanent financing may not be obtained in a timely manner.

         Any of these conditions could negatively affect our net income and our
financial condition.

IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT ADEQUATE TO COVER ACTUAL LOSSES, OUR NET
INCOME MAY DECREASE.

         We are exposed to the risk that our customers will be unable to repay
their loans in a timely fashion and that any collateral securing the payment of
loans may not be sufficient to assure repayment. Borrowers' inability to repay
their loans could erode our bank's earnings and capital. We maintain an
allowance for loan losses to cover loan defaults. We base our allowance for loan
losses on various assumptions and judgments regarding the collectibility of
loans, including our prior experience with loan losses, as well as an evaluation
of the risks in our loan portfolio. We maintain this allowance at a level we
consider adequate to absorb anticipated losses. The amount of future loan losses
is susceptible to changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond our control.

         Actual losses may exceed our estimates and we may have to increase the
allowance for loan losses. This would cause us to increase our provision for
loan losses, which would decrease our net income. Further, state and federal
regulatory agencies, as an integral part of their examination process, review
our loans and our allowance for loan losses. Regulators, when reviewing our loan
portfolio, may require us to increase our allowance for loan losses, which would
negatively affect our net income.

IF ECONOMIC CONDITIONS IN GWINNETT COUNTY DETERIORATE, OUR BUSINESS MAY BE
NEGATIVELY AFFECTED.

         Our success depends on the general economic conditions of the markets
we serve. Our operations are concentrated in Gwinnett County, Georgia, and to a
lesser extent in Cobb, DeKalb and Fulton Counties, Georgia. If economic
conditions in Gwinnett County are unfavorable or deteriorate, we could
experience an increase in the number of borrowers that are unable to repay their
loans on a timely basis. This could lead to higher rates of loss and loan
payment delinquencies. These factors could have a negative effect on our
business, financial condition and results of operations.

LOSING KEY PERSONNEL WILL NEGATIVELY AFFECT US.

         Competition for personnel is stronger in the banking industry than many
other industries, and we may not be able to attract or retain the personnel we
require to compete successfully. We currently depend heavily on the services of
our Chairman and Chief Executive Officer, Larry D. Key, and a number of other
members of our senior management team. Losing Mr. Key's services or those of
other members of senior management could affect us in a material and adverse
way. Our success will also depend on attracting and retaining additional
qualified management personnel.

THERE IS NO ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK.

         There is no public trading market for the shares of our common stock,
and we do not anticipate that a market for our common stock will develop as a
result of this offering. As a result, investors who may wish or need to dispose
of all or a part of their investment in our common stock may not be able to do
so except by private direct negotiations with third parties, assuming that third
parties are willing to purchase our common stock.


                                      -4-
<PAGE>   9

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.

         We have never declared or paid, and we do not currently intend to
declare or pay, cash dividends on our common stock because we expect to apply
any earnings to developing and expanding our business. In addition, our ability
to pay dividends is subject to regulatory limitations.

WE ARE STILL A YOUNG COMPANY WITH A LIMITED OPERATING HISTORY.

         We opened for business only three years ago. Although we have grown
very rapidly, we have a relatively short operating history. We may not continue
to perform as well as we have in the past, and we may continue to be
unprofitable.

WE ENCOUNTER TECHNOLOGICAL CHANGE CONTINUALLY, AND WE HAVE FEWER RESOURCES THAN
MANY OF OUR COMPETITORS TO INVEST IN TECHNOLOGICAL IMPROVEMENTS.

         The financial services industry is undergoing rapid technological
changes, with frequent introductions of new technology-driven products and
services. In addition to serving customers better, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, upon our ability to address our
customers' needs by using technology to provide products and services that will
satisfy customer demands for convenience, as well as to create additional
efficiencies in our operations. Many of our competitors have substantially
greater resources to invest in technological improvements than we have. We may
not be able to implement new technology-driven products and services effectively
or be successful in marketing these products and services to our customers.

SALES OF COMMON STOCK BY EXISTING SHAREHOLDERS COULD ADVERSELY AFFECT THE PRICE
OF OUR COMMON STOCK.

         Sales of a significant number of shares of our common stock following
this offering, or the perception that the sales could occur, could adversely
affect the market price of our common stock. The shares offered by this
prospectus will be freely tradable without restriction, except for any shares
that are purchased by our affiliates.

                           FORWARD-LOOKING STATEMENTS

         This prospectus contains certain forward-looking statements, including
or related to our future results, including certain projections and business
trends. Assumptions relating to forward-looking statements involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control. When
used in this prospectus, the words "estimate," "project," "intend," "believe"
and "expect" and similar expressions identify forward-looking statements.
Although we believe that assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate, and we may not
realize the results contemplated by the forward-looking statement. Management
decisions are subjective in many respects and susceptible to interpretations and
periodic revisions based on actual experience and business developments, the
impact of which may cause us to alter our business strategy that may, in turn,
affect our results of operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, you
should not regard the inclusion of such information as our representation that
we will achieve any strategy, objectives or other plans. The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus as stated on the front cover and we have no obligation to update
publicly or revise any of these forward-looking statements.

         These and other statements, which are not historical facts, are based
largely on management's current expectations and assumptions and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among other things, the risks and uncertainties
described in "Risk Factors."


                                      -5-
<PAGE>   10

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the common
shares. We have paid the costs relating to the registration of these shares,
which we estimate to be less than $500.

                               SELLING SHAREHOLDER

         The shares being offered by the selling shareholder were issued upon
the exercise of options that we issued pursuant to our 1998 Stock Option Plan.

         The following table sets forth, for the selling shareholder, the amount
of common stock of the Company owned, the number of shares of common stock
offered hereby and the number of shares of common stock to be held and the
percentage of outstanding stock to be beneficially owned after completion of
this offering (assuming the sale of all shares offered under this prospectus).
The selling shareholder has served on the Board of Directors of the Company
since its inception.

<TABLE>
<CAPTION>
                                                          NUMBER OF SHARES         BENEFICIAL
                                                          TO BE HELD AFTER    OWNERSHIP AFTER THE
                     NUMBER OF SHARES   NUMBER OF SHARES  THE COMPLETION OF   COMPLETION OF THIS
       NAME                OWNED         OFFERED HEREBY     THIS OFFERING          OFFERING
       ----          ----------------   ----------------  -----------------   -------------------
<S>                  <C>                <C>               <C>                 <C>
Douglas A. Langley        25,900(1)           1,500             24,400                2.7%
</TABLE>

---------------
(1)      Includes 20,000 shares held by the Ashworth & Associates, P.C. 401(k)
         Profit Sharing Plan in which Mr. Langley is the Trustee, and options to
         purchase 2,400 shares of our common stock

                              PLAN OF DISTRIBUTION

         GBC Bancorp is registering the shares covered by this prospectus for
the selling shareholder. As used in this prospectus, "selling shareholder"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholder's interests. GBC Bancorp will pay the costs and fees of
registering the shares, but the selling shareholder will pay any brokerage
commissions, discounts or other expenses relating to the sale of the shares.

         The selling shareholder may sell the shares at market prices prevailing
at the time of sale, or at negotiated prices.

                                     EXPERTS

         The financial statements and schedules incorporated by reference in
this prospectus have been audited by Maudlin & Jenkins independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.



                                      -6-
<PAGE>   11

                                 LEGAL OPINIONS

         The legality of the shares offered hereby has been passed upon for us
by Womble Carlyle Sandridge & Rice, PLLC, Atlanta, Georgia. Members of Womble
Carlyle Sandridge & Rice, PLLC own 500 shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any document we have
filed at the SEC's public reference rooms located at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 124, Washington, D.C. 20549, and at regional offices of
the SEC at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at 7 World Trade Center, New York, New York
10048. For further information on the SEC's public reference rooms, please call
1-800-SEC-0330. Our filings are also available to the public from the SEC's
Internet web site at http://www.sec.gov.

         This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Additional prospectuses or
prospectus supplements may add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by us in a later prospectus
supplement. You should read this prospectus together with additional information
described under the heading "Incorporation of Certain Documents by Reference."

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Information filed with the SEC after the date of this prospectus will
automatically update and supersede this information. The following documents
filed with the SEC are incorporated by reference:

                  (1)      Annual report on Form 10-KSB for the year ended
         December 31, 1999;

                  (2)      Quarterly reports on Form 10-QSB for the quarters
         ended March 31, 2000, June 30, 2000 and September 30, 2000; and

                  (3)      The description of the Company's Common Stock, par
         value $1.00 per share, contained in the Company's Registration
         Statement on Form SB-2 (Registration No. 333-19081), filed with the
         Commission on December 31, 1996, including any amendment or report
         filed for the purpose of updating such description.

         Any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act are incorporated by reference in this
prospectus until we complete the offering of the securities.

         We will provide each person to whom a copy of this prospectus has been
delivered, without charge, a copy of any of the documents referred to above as
being incorporated by reference. You may request a copy by writing or
telephoning John Hopkins, 165 Nash Street, Lawrenceville, Georgia 30045
(telephone (770) 995-0000).


                                      -7-
<PAGE>   12

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by GBC Bancorp, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

                  (a)      The Company's Annual Report on Form 10-KSB for the
         fiscal year ended December 31, 1999;

                  (b)      The Company's Quarterly Reports on Form 10-QSB for
         the quarters ended March 31, 2000, June 30, 2000 and September 30,
         2000;

                  (c)      The description of the Company's Common Stock, par
         value $1.00 per share, contained in the Company's Registration
         Statement on Form SB-2 (Registration No. 333-19081), filed with the
         Commission on December 31, 1996, including any amendment or report
         filed for the purpose of updating such description; and

                  (d)      All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act after the date hereof.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Articles of Incorporation authorize the Company to issue
up to 3,000,000 shares of Common Stock, par value $1.00 per share. All
outstanding shares of Common Stock of the Company are entitled to share equally
in dividends from funds legally available therefor, when, as and if declared by
the Board of Directors, and upon liquidation or dissolution of the Company,
whether voluntary or involuntary, are entitled to share equally in all assets of
the Company available for distribution to the shareholders. The Company does not
anticipate paying any cash dividends on the Common Stock in the near future.
Each holder of a share of outstanding Common Stock is entitled to one vote for
each share on all matters submitted to the shareholders. Holders of Common Stock
do not have any preemptive right to acquire authorized but unissued capital
stock of the Company. There is no cumulative voting, redemption right, sinking
fund provision or right of conversion in existence with respect to the Common
Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
Members of Womble Carlyle Sandridge & Rice, PLLC own 500 shares of our common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Consistent with the pertinent provisions of the laws of Georgia, the
Company's Articles of Incorporation provide that the Company shall have the
power to indemnify its directors and officers against expenses (including
attorneys' fees) and liabilities arising from actual or threatened actions,
suits or proceedings, whether or not settled, to which they become subject by
reason of having served in such role if such director or officer acted in good
faith


                                      -8-
<PAGE>   13

and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Advances against expenses shall be made so long as the person seeking
indemnification agrees to refund the advances if it is ultimately determined
that he or she is not entitled to indemnification. A determination of whether
indemnification of a director or officer is proper because he or she met the
applicable standard of conduct shall be made: (a) by the Board of Directors of
the Company; (b) in certain circumstances, by independent legal counsel in a
written opinion; or (c) by the affirmative vote of a majority vote of the shares
entitled to vote.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         The Company relied on the exemption from registration contained in
Section 4(2) of the Securities Act of 1933 with regard to the issuance of 1,500
shares of common to one of its directors. The shares were issued upon the
exercise of a non-qualified stock option granted to one of the directors of the
Company.

ITEM 8.  EXHIBITS

         The following exhibits are filed as a part of this Registration
Statement:

<TABLE>
<CAPTION>
NUMBER                               DESCRIPTION
------                               -----------

<S>      <C>
4.1      Articles of Incorporation of the Company, as amended (filed as Exhibit
         3.1 to the Registration Statement on Form SB-2, as amended
         (Registration No. 333-19081)).

4.2      Bylaws of the Company (filed as Exhibit 3.2 to the Registration
         Statement on Form SB-2, as amended (Registration No. 333-19081)).

4.3      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
         Registration Statement on Form SB-2, as amended (Registration No.
         333-19081)).

5.1      Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of
         the Common Stock being registered.

23.1     Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in its
         opinion filed as Exhibit 5.1).

23.2     Consent of Mauldin & Jenkins, LLC.

24.1     Power of Attorney (included on signature page to this Registration
         Statement).

99.1     1998 Stock Option Plan of GBC Bancorp, Inc. (filed as Exhibit 10.5 to
         the Registrant's Form 10-KSB filed on March 30, 1999).
</TABLE>

ITEM 9.  UNDERTAKINGS

                  (a)      The Company hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement:

                                    (i)      To include any prospectus required
                                             by Section 10(a)(3) of the
                                             Securities Act;


                                      -9-
<PAGE>   14

                                    (ii)     To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of the Registration
                                             Statement (or the most recent
                                             post-effective amendment thereof)
                                             which, individually or in the
                                             aggregate, represent a fundamental
                                             change in the information set forth
                                             in the Registration Statement;

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the Registration
                                             Statement or any material change to
                                             such information in the
                                             Registration Statement; provided,
                                             however, that paragraphs (a)(1)(i)
                                             and (a)(1)(ii) do not apply if the
                                             information required to be included
                                             in a post-effective amendment by
                                             those paragraphs is contained in
                                             periodic reports filed with or
                                             furnished to the Commission by the
                                             Company pursuant to Section 13 or
                                             Section 15(d) of the Exchange Act
                                             that are incorporated by reference
                                             in the Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, each
                                    such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.

                           (3)      To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.

                  (b)      The Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Company's annual report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  (c)      Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing
         provisions, or otherwise, the Company has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.


                                      -10-
<PAGE>   15

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, GBC
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 13th day of
February, 2001.

                   GBC BANCORP, INC.


                   By: /s/ Larry D. Key
                       ---------------------------------------------------------
                       Larry D. Key
                       President, Chief Executive Officer and Chairman of the
                       Board

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
on the signature pages to this Registration Statement constitutes and appoints
Larry D. Key and John T. Hopkins III and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, to this Registration Statement, to make such changes in the
Registration Statement as such attorneys-in-fact deems appropriate to file the
same, with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do so and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 13, 2001.

<TABLE>
<CAPTION>
             NAME                                      POSITION                             DATE
             ----                                      --------                             ----
<S>                                   <C>                                             <C>


/s/ Larry D. Key                      President and Chairman (Principal Executive     February 13, 2001
---------------------------------     Officer)
Larry D. Key


/s/ John T. Hopkins III               Executive Vice President, Secretary and         February 13, 2001
---------------------------------     Treasurer, (Principal Financial and
John T. Hopkins III                   Accounting Officer)


/s/ James B. Ballard                  Director                                        February 13, 2001
---------------------------------
James B. Ballard


/s/ Jerry M. Boles                    Director                                        February 13, 2001
---------------------------------
Jerry M. Boles


/s/ W. H. Britt                       Director                                        February 13, 2001
---------------------------------
W. H. Britt
</TABLE>


                                      -11-
<PAGE>   16


<TABLE>
<CAPTION>
             NAME                                      POSITION                              DATE
             ----                                      --------                              ----
<S>                                   <C>                                             <C>


/s/ Norris J. Nash                    Director                                        February 13, 2001
---------------------------------
Norris J. Nash


/s/ Richard F. Combs                  Director                                        February 13, 2001
---------------------------------
Richard F. Combs


/s/ W. Grant Hayes                    Director                                        February 13, 2001
---------------------------------
W. Grant Hayes


/s/ Douglas A. Langley                Director                                        February 13, 2001
---------------------------------
Douglas A. Langley


/s/ J. Joseph Powell                  Director                                        February 13, 2001
---------------------------------
J. Joseph Powell


/s/ William S. Stanton                Director                                        February 13, 2001
---------------------------------
William S. Stanton
</TABLE>


                                      -12-
<PAGE>   17

                                  EXHIBIT INDEX
                                       TO
                      REGISTRATION STATEMENT ON FORM S-8 OF
                                GBC BANCORP, INC.

<TABLE>
<CAPTION>
   NUMBER
DESCRIPTION
-----------

<S>            <C>
4.1            Articles of Incorporation of the Company, as amended (filed as Exhibit
               3.1 to the Registration Statement on Form SB-2, as amended
               (Registration File No. 333-19081)).

4.2            Bylaws of the Company (filed as Exhibit 3.2 to the Registration
               Statement on Form SB-2, as amended (Registration No. 333-19081)).

4.3            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
               Registration Statement on Form SB-2, as amended (Registration File No.
               333-19081)).

5.1            Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of
               the Common Stock being registered.

23.1           Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in its
               opinion filed as Exhibit 5.1).

23.2           Consent of Mauldin & Jenkins, LLC.

24.1           Power of Attorney (included on signature page to this Registration
               Statement).

99.1           1998 Stock Option Plan of GBC Bancorp, Inc. (filed as Exhibit 10.5 to
               the Registrant's Form 10-KSB filed on March 30, 1999).
</TABLE>


                                      -13-
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{"company-data": {"conformed-name": "GBC BANCORP INC", "cik": "0001026231", "assigned-sic": "6022", "state-of-incorporation": "GA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55474", "film-number": "1536412"}, "business-address": {"street1": "318 W PIKE ST", "street2": "SUITE 475", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30246", "phone": "7709950000"}, "mail-address": {"street1": "318 W PIKE ST", "street2": "SUITE 475", "city": "LAWRENCEVILLE", "state": "GA", "zip": "30246"}}
1

   As filed with the Securities and Exchange Commission on February 13, 2001.

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

                                GBC BANCORP, INC.
               ---------------------------------------------------
             (Exact name of registrant as specified in its charter)
165 NASH STREET
            GEORGIA                 LAWRENCEVILLE, GEORGIA 30045             58-2265327
-------------------------------   -------------------------------  -------------------------------
(State or other jurisdiction of   (Address of principal executive  (I.R.S. Employer Identification
incorporation or organization)                offices)                         Number)
1998 STOCK OPTION PLAN
                                       OF
                       GBC BANCORP, INC. (178,500 SHARES)
                                       AND
      CERTAIN SHARES HELD BY A DIRECTOR OF GBC BANCORP, INC. (1,500 SHARES)
      ---------------------------------------------------------------------
                            (Full title of the plan)

                            Steven S. Dunlevie, Esq.
                      Womble Carlyle Sandridge & Rice, PLLC
                            3500 One Atlantic Center
                         1201 West Peachtree Street, NE
                             Atlanta, Georgia 30309
                                 (404) 872-7000
 (Name, address and telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------
                                         PROPOSED MAXIMUM    PROPOSED MAXIMUM
TITLE OF SECURITIES TO   AMOUNT TO BE   OFFERING PRICE PER  AGGREGATE OFFERING       AMOUNT OF
    BE REGISTERED         REGISTERED         SHARE(1)            PRICE(1)       REGISTRATION FEE(1)
----------------------  --------------  ------------------  ------------------  -------------------
Common Stock,           180,000 shares        $10.00            $1,800,000             $450
$1.00 par value
(1)      Pursuant to Rule 457(c) and (h)(1), based on the option price ($10.00)
         for options granted under the GBC Bancorp, Inc. 1998 Stock Option Plan
         and exercise price of shares acquired by a director.
2

                                EXPLANATORY NOTE

         This Registration Statement contains two parts. The first part contains
a prospectus prepared in accordance with the requirements of Part I of Form S-3
(in accordance with Section C of the General Instructions to Form S-8) which
covers reoffers and resales of shares of common stock of the Registrant that
have been issued pursuant to Registrant's 1998 Stock Option Plan. The second
part contains information required pursuant to Part II of Form S-8. Pursuant to
the Note to Part I of Form S-B, the Plan Information specified by Part I is
being separately provided to the Registrant's employees, officers, directors and
consultants as specified in Rule 428(b)(1) and is not being filed with the
Securities and Exchange Commission.
3

                                     PART I

                                RESALE PROSPECTUS

                                   PROSPECTUS

                                GBC BANCORP, INC.

                          1,500 SHARES OF COMMON STOCK
                                ($1.00 PAR VALUE)

         This prospectus is part of a registration statement that covers 1,500
shares of our common stock. These shares may be offered and sold from time to
time by one of our shareholders. We will not receive any of the proceeds from
the sale of the common shares. We will bear the costs relating to the
registration of the common shares, which we estimate to be less than $500.

         The common shares are not traded quoted or listed on any market.

         NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         PURCHASING SHARES OF COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON page 2.

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

               The date of this prospectus is February 13, 2001
4

         In this prospectus, we use the terms "GBC Bancorp," "we," "us" and
"our" to refer to GBC Bancorp, Inc., a Georgia corporation and its wholly owned
subsidiary, Gwinnett Banking Company, a Georgia bank.

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

         You should rely on the information contained or incorporated by
reference in this prospectus. See "Where You Can Find More Information" and
"Incorporation of Certain Documents by Reference" on page 7. We have not
authorized anyone to provide you with different information. We are not making
an offer of these securities in any jurisdiction where the offer or sale is not
permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than on the front cover of this
prospectus.

                                      -i-
5

                                   THE COMPANY

GBC BANCORP, INC.

         We are a holding company for Gwinnett Banking Company, a Georgia bank.

MARKET AND COMPETITION

         We believe that Gwinnett County has a very active and competitive
banking market. Based on the Federal Deposit Insurance Corporation Summary of
Deposits as of June 30, 1999, there were 26 commercial banks, three thrift
institutions and four credit unions that operate 150 offices in Gwinnett County.
We believe that our personalized service enables us to compete favorably with
larger financial institutions in our target market of small to medium-sized
businesses.

LENDING POLICY

         Our lending business consists principally of making loans to small- and
medium-sized businesses and to their owners, officers and employees, loans to
independent single-family residential contractors, loans that are guaranteed by
the Small Business Administration and loans to individual consumers. Our loan
portfolio consists of single-family residential construction loans, commercial
loans, consumer and Small Business Administration loans.

DEPOSITS

         Our primary sources of deposits are residents of and businesses located
in Gwinnett County and to a lesser extent Cobb County, DeKalb County and Fulton
County. Our deposit mix at December 31, 2000 consisted of non interest-bearing
demand deposits, interest-bearing demand and money market deposits, savings
deposits, time deposits of $100,000 or more and other time deposits.

         We are located at 165 Nash Street, Lawrenceville, Georgia 30045, our
telephone number is (770) 995-0000 and our Web site address is
www.gwinnettbanking.com. GBC Bancorp was incorporated in Georgia in 1996 and
Gwinnett Banking Company received its Georgia banking charter in 1997.
Information on our Web site does not constitute part of this prospectus and you
should rely only on information contained in this prospectus in deciding whether
to invest in our common stock.

                                  THE OFFERING
SECURITIES OFFERED ........    1,500 shares of common stock, $1.00 par value.

OFFERING PRICE ............    All or part of the shares offered hereby may be sold from time to time in amounts and
                               on terms to be determined by the selling shareholder at the time of the sale.
-1-
6

                                  RISK FACTORS

         An investment in our common stock involves a significant degree of
risk. In determining whether to make an investment, you should consider
carefully all of the information set forth in this prospectus and, in
particular, the following factors. The shares of our common stock we are
offering are not savings accounts, deposits or other obligations of a bank or
savings association and are not insured by the Federal Deposit Insurance
Corporation or any other governmental agency.

THE MARKETS FOR OUR SERVICES ARE HIGHLY COMPETITIVE AND WE FACE SUBSTANTIAL
COMPETITION.

         The banking business is highly competitive. We will compete as a
financial intermediary with other commercial banks, savings and loan
associations, credit unions, finance companies, mutual funds, insurance
companies, and brokerage and investment banking firms soliciting business from
residents of Gwinnett County, Georgia, many of which have greater resources than
we have. Many of our competitors enjoy competitive advantages including greater
financial resources, a wider geographic presence or more accessible branch
office locations, the ability to offer additional services, more favorable
pricing alternatives and lower origination and operating costs. Increased
competitive pressures could be one effect of the recently adopted
Gramm-Leach-Bliley Act described below under "Business-Supervision and
Regulation." This competition could result in a decrease in loans we originate
and could negatively affect our results of operations.

         In attracting deposits, we compete with insured depository institutions
such as banks, savings institutions and credit unions, as well as institutions
offering uninsured investment alternatives, including money market funds.
Traditional banking institutions, as well as entities intending to transact
business solely on-line, are increasingly utilizing the Internet as a means of
attracting deposits without geographic or physical limitations. In addition,
many nonbank competitors are not subject to the same extensive regulations that
govern us. These competitors may offer higher interest rates than we offer,
which could result in either our attracting fewer deposits or in our being
required to increase our rates in order to attract deposits. Increased deposit
competition could increase our cost of funds and could affect adversely our
ability to generate the funds necessary for our lending operations, which would
negatively affect our results of operations.

CHANGES IN INTEREST RATES COULD HAVE AN ADVERSE EFFECT ON OUR INCOME.

         Our profitability depends to a large extent upon our net interest
income. Net interest income is the difference between interest income on
interest-earning assets, such as loans and investments, and interest expense on
interest-bearing liabilities, such as deposits and borrowings. Our net interest
income will be adversely affected if market interest rates change so that the
interest we pay on deposits and borrowings increases faster than the interest we
earn on loans and investments. Changes in interest rates also can affect the
value of our loans. An increase in interest rates could adversely affect
borrowers' ability to pay the principal or interest on our loans. This may lead
to an increase in our nonperforming assets and could have a material and
negative effect on our results of operations.

         Interest rates are highly sensitive to many factors, including
governmental monetary policies and domestic and international economic and
political conditions. Conditions such as inflation, recession, unemployment,
money supply and other factors beyond our control may also affect interest
rates. Fluctuations in market interest rates are neither predictable nor
controllable and may have a material and negative effect on our business,
financial condition and results of operations.

WE ARE SUBJECT TO SIGNIFICANT GOVERNMENT REGULATIONS, INCLUDING NEW LEGISLATION,
THAT AFFECT OUR OPERATIONS AND MAY RESULT IN HIGHER OPERATING COSTS OR INCREASED
COMPETITION FOR US.

         Our success will depend not only on competitive factors, but also on
state and federal regulations affecting banks and bank holding companies
generally. Regulations now affecting us may change at any time, and such changes
may adversely affect our business.

                                      -2-
7

         We are subject to extensive regulation by the Board of Governors of the
Federal Reserve, the Federal Deposit Insurance Corporation and the Georgia
Department of Banking and Finance. Supervision, regulation and examination of
banks and bank holding companies by bank regulatory agencies are intended
primarily for the protection of depositors rather than shareholders. These
agencies examine bank holding companies and commercial banks, establish capital
and other financial requirements and approve new branches, acquisitions or other
changes of control. Our ability to establish new branches or to make
acquisitions is conditioned upon the receipt of required regulatory approvals
from the applicable regulators.

         We believe that changes in legislation and regulations will continue to
have a significant impact on the banking industry. Although some of the
legislative and regulatory changes may benefit us and our bank, others will
increase our costs of doing business and could assist our competitors, which are
not subject to similar regulation.

         The Gramm-Leach-Bliley Act became effective on March 11, 2000. This
major banking legislation now permits affiliation among depository institutions
and entities whose activities are considered financial in nature. Activities
that are expressly considered financial in nature include securities and
insurance underwriting and agency, investment management and merchant banking.
With certain exceptions, this act similarly expanded the authorized activities
of subsidiaries of national banks and, indirectly through the provisions of
state law, Georgia banks. In general, these expanded powers are reserved to bank
holding companies and banks where all depository institutions affiliated with
them are well capitalized and well managed based on applicable banking
regulation. The act clarifies state regulation of insurance products sold by
depository institutions, imposes rules on data privacy and repeals some of the
exemptions enjoyed by banks under federal securities laws relating to the
offering of securities and the licensing of broker-dealers and investment
advisors. This act will be the subject of extensive rulemaking by federal
banking regulators and others. Although the effects of this legislation will
only begin to be understood over the next several years and cannot presently be
predicted with any certainty, it may accelerate trends toward larger financial
services companies offering a wider range of products and services. Firms of
this type may have increased resources and market power that may adversely
affect our ability to compete effectively.

BECAUSE A SIGNIFICANT PORTION OF OUR LOAN PORTFOLIO IS SECURED BY REAL ESTATE,
ANY NEGATIVE CONDITIONS AFFECTING REAL ESTATE MAY HARM OUR BUSINESS.

         A significant portion of our loan portfolio consists of commercial
loans that are secured by various types of real estate as collateral, as well as
real estate loans on commercial properties. Because these loans rely on real
estate as collateral, either totally in the case of real estate loans or
partially in the case of commercial loans secured by real estate, they are
sensitive to economic conditions and interest rates. Real estate lending also
presents additional credit related risks, including a borrower's inability to
pay and deterioration in the value of real estate held as collateral.

WE HAVE A SIGNIFICANT AMOUNT OF CONSTRUCTION LOANS. THESE LOANS ARE SUBJECT TO
ADDITIONAL RISKS UNIQUE TO THE BUILDING INDUSTRY THAT COULD NEGATIVELY AFFECT
OUR NET INCOME.

         Historically, our loan portfolio has included a concentration of
construction loans consisting of one-to-four family residential construction
loans, commercial construction loans and land loans for residential and
commercial development. Conditions in the construction-lending sector have been
favorably affected by the same factors affecting real estate loans generally.
These favorable conditions may not continue. In addition to the risk of
nonpayment by borrowers, construction lending poses additional risks in that:

         -        land values may decline;

         -        developers or builders may fail to complete or develop
                  projects;

         -        municipalities may place moratoriums on building;

         -        developers may fail to sell the improved real estate;

                                      -3-
8

         -        there may be construction delays and cost overruns;

         -        insufficient collateral may exist; or

         -        permanent financing may not be obtained in a timely manner.

         Any of these conditions could negatively affect our net income and our
financial condition.

IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT ADEQUATE TO COVER ACTUAL LOSSES, OUR NET
INCOME MAY DECREASE.

         We are exposed to the risk that our customers will be unable to repay
their loans in a timely fashion and that any collateral securing the payment of
loans may not be sufficient to assure repayment. Borrowers' inability to repay
their loans could erode our bank's earnings and capital. We maintain an
allowance for loan losses to cover loan defaults. We base our allowance for loan
losses on various assumptions and judgments regarding the collectibility of
loans, including our prior experience with loan losses, as well as an evaluation
of the risks in our loan portfolio. We maintain this allowance at a level we
consider adequate to absorb anticipated losses. The amount of future loan losses
is susceptible to changes in economic, operating and other conditions, including
changes in interest rates, that may be beyond our control.

         Actual losses may exceed our estimates and we may have to increase the
allowance for loan losses. This would cause us to increase our provision for
loan losses, which would decrease our net income. Further, state and federal
regulatory agencies, as an integral part of their examination process, review
our loans and our allowance for loan losses. Regulators, when reviewing our loan
portfolio, may require us to increase our allowance for loan losses, which would
negatively affect our net income.

IF ECONOMIC CONDITIONS IN GWINNETT COUNTY DETERIORATE, OUR BUSINESS MAY BE
NEGATIVELY AFFECTED.

         Our success depends on the general economic conditions of the markets
we serve. Our operations are concentrated in Gwinnett County, Georgia, and to a
lesser extent in Cobb, DeKalb and Fulton Counties, Georgia. If economic
conditions in Gwinnett County are unfavorable or deteriorate, we could
experience an increase in the number of borrowers that are unable to repay their
loans on a timely basis. This could lead to higher rates of loss and loan
payment delinquencies. These factors could have a negative effect on our
business, financial condition and results of operations.

LOSING KEY PERSONNEL WILL NEGATIVELY AFFECT US.

         Competition for personnel is stronger in the banking industry than many
other industries, and we may not be able to attract or retain the personnel we
require to compete successfully. We currently depend heavily on the services of
our Chairman and Chief Executive Officer, Larry D. Key, and a number of other
members of our senior management team. Losing Mr. Key's services or those of
other members of senior management could affect us in a material and adverse
way. Our success will also depend on attracting and retaining additional
qualified management personnel.

THERE IS NO ESTABLISHED TRADING MARKET FOR OUR COMMON STOCK.

         There is no public trading market for the shares of our common stock,
and we do not anticipate that a market for our common stock will develop as a
result of this offering. As a result, investors who may wish or need to dispose
of all or a part of their investment in our common stock may not be able to do
so except by private direct negotiations with third parties, assuming that third
parties are willing to purchase our common stock.

                                      -4-
9

WE DO NOT INTEND TO PAY DIVIDENDS ON OUR COMMON STOCK.

         We have never declared or paid, and we do not currently intend to
declare or pay, cash dividends on our common stock because we expect to apply
any earnings to developing and expanding our business. In addition, our ability
to pay dividends is subject to regulatory limitations.

WE ARE STILL A YOUNG COMPANY WITH A LIMITED OPERATING HISTORY.

         We opened for business only three years ago. Although we have grown
very rapidly, we have a relatively short operating history. We may not continue
to perform as well as we have in the past, and we may continue to be
unprofitable.

WE ENCOUNTER TECHNOLOGICAL CHANGE CONTINUALLY, AND WE HAVE FEWER RESOURCES THAN
MANY OF OUR COMPETITORS TO INVEST IN TECHNOLOGICAL IMPROVEMENTS.

         The financial services industry is undergoing rapid technological
changes, with frequent introductions of new technology-driven products and
services. In addition to serving customers better, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, upon our ability to address our
customers' needs by using technology to provide products and services that will
satisfy customer demands for convenience, as well as to create additional
efficiencies in our operations. Many of our competitors have substantially
greater resources to invest in technological improvements than we have. We may
not be able to implement new technology-driven products and services effectively
or be successful in marketing these products and services to our customers.

SALES OF COMMON STOCK BY EXISTING SHAREHOLDERS COULD ADVERSELY AFFECT THE PRICE
OF OUR COMMON STOCK.

         Sales of a significant number of shares of our common stock following
this offering, or the perception that the sales could occur, could adversely
affect the market price of our common stock. The shares offered by this
prospectus will be freely tradable without restriction, except for any shares
that are purchased by our affiliates.

                           FORWARD-LOOKING STATEMENTS

         This prospectus contains certain forward-looking statements, including
or related to our future results, including certain projections and business
trends. Assumptions relating to forward-looking statements involve judgments
with respect to, among other things, future economic, competitive and market
conditions and future business decisions, all of which are difficult or
impossible to predict accurately and many of which are beyond our control. When
used in this prospectus, the words "estimate," "project," "intend," "believe"
and "expect" and similar expressions identify forward-looking statements.
Although we believe that assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could prove inaccurate, and we may not
realize the results contemplated by the forward-looking statement. Management
decisions are subjective in many respects and susceptible to interpretations and
periodic revisions based on actual experience and business developments, the
impact of which may cause us to alter our business strategy that may, in turn,
affect our results of operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, you
should not regard the inclusion of such information as our representation that
we will achieve any strategy, objectives or other plans. The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus as stated on the front cover and we have no obligation to update
publicly or revise any of these forward-looking statements.

         These and other statements, which are not historical facts, are based
largely on management's current expectations and assumptions and are subject to
a number of risks and uncertainties that could cause actual results to differ
materially from those contemplated by such forward-looking statements. These
risks and uncertainties include, among other things, the risks and uncertainties
described in "Risk Factors."

                                      -5-
10

                                 USE OF PROCEEDS

         We will not receive any of the proceeds from the sale of the common
shares. We have paid the costs relating to the registration of these shares,
which we estimate to be less than $500.

                               SELLING SHAREHOLDER

         The shares being offered by the selling shareholder were issued upon
the exercise of options that we issued pursuant to our 1998 Stock Option Plan.

         The following table sets forth, for the selling shareholder, the amount
of common stock of the Company owned, the number of shares of common stock
offered hereby and the number of shares of common stock to be held and the
percentage of outstanding stock to be beneficially owned after completion of
this offering (assuming the sale of all shares offered under this prospectus).
The selling shareholder has served on the Board of Directors of the Company
since its inception.
NUMBER OF SHARES         BENEFICIAL
                                                          TO BE HELD AFTER    OWNERSHIP AFTER THE
                     NUMBER OF SHARES   NUMBER OF SHARES  THE COMPLETION OF   COMPLETION OF THIS
       NAME                OWNED         OFFERED HEREBY     THIS OFFERING          OFFERING
       ----          ----------------   ----------------  -----------------   -------------------
Douglas A. Langley        25,900(1)           1,500             24,400                2.7%
---------------
(1)      Includes 20,000 shares held by the Ashworth & Associates, P.C. 401(k)
         Profit Sharing Plan in which Mr. Langley is the Trustee, and options to
         purchase 2,400 shares of our common stock

                              PLAN OF DISTRIBUTION

         GBC Bancorp is registering the shares covered by this prospectus for
the selling shareholder. As used in this prospectus, "selling shareholder"
includes the pledgees, donees, transferees or others who may later hold the
selling shareholder's interests. GBC Bancorp will pay the costs and fees of
registering the shares, but the selling shareholder will pay any brokerage
commissions, discounts or other expenses relating to the sale of the shares.

         The selling shareholder may sell the shares at market prices prevailing
at the time of sale, or at negotiated prices.

                                     EXPERTS

         The financial statements and schedules incorporated by reference in
this prospectus have been audited by Maudlin & Jenkins independent certified
public accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.

                                      -6-
11

                                 LEGAL OPINIONS

         The legality of the shares offered hereby has been passed upon for us
by Womble Carlyle Sandridge & Rice, PLLC, Atlanta, Georgia. Members of Womble
Carlyle Sandridge & Rice, PLLC own 500 shares of our common stock.

                       WHERE YOU CAN FIND MORE INFORMATION

         We file reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any document we have
filed at the SEC's public reference rooms located at 450 Fifth Street, N.W.,
Judiciary Plaza, Room 124, Washington, D.C. 20549, and at regional offices of
the SEC at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and at 7 World Trade Center, New York, New York
10048. For further information on the SEC's public reference rooms, please call
1-800-SEC-0330. Our filings are also available to the public from the SEC's
Internet web site at http://www.sec.gov.

         This prospectus is part of a registration statement that we filed with
the SEC utilizing a "shelf" registration process. Additional prospectuses or
prospectus supplements may add, update or change information contained in this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by us in a later prospectus
supplement. You should read this prospectus together with additional information
described under the heading "Incorporation of Certain Documents by Reference."

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

         The SEC allows us to "incorporate by reference" the information we file
with the SEC, which means that we can disclose important information to you by
referring you to those documents that are considered part of this prospectus.
Information filed with the SEC after the date of this prospectus will
automatically update and supersede this information. The following documents
filed with the SEC are incorporated by reference:

                  (1)      Annual report on Form 10-KSB for the year ended
         December 31, 1999;

                  (2)      Quarterly reports on Form 10-QSB for the quarters
         ended March 31, 2000, June 30, 2000 and September 30, 2000; and

                  (3)      The description of the Company's Common Stock, par
         value $1.00 per share, contained in the Company's Registration
         Statement on Form SB-2 (Registration No. 333-19081), filed with the
         Commission on December 31, 1996, including any amendment or report
         filed for the purpose of updating such description.

         Any future filings we make with the SEC under Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act are incorporated by reference in this
prospectus until we complete the offering of the securities.

         We will provide each person to whom a copy of this prospectus has been
delivered, without charge, a copy of any of the documents referred to above as
being incorporated by reference. You may request a copy by writing or
telephoning John Hopkins, 165 Nash Street, Lawrenceville, Georgia 30045
(telephone (770) 995-0000).

                                      -7-
12

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

         The following documents filed by GBC Bancorp, Inc. (the "Company") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:

                  (a)      The Company's Annual Report on Form 10-KSB for the
         fiscal year ended December 31, 1999;

                  (b)      The Company's Quarterly Reports on Form 10-QSB for
         the quarters ended March 31, 2000, June 30, 2000 and September 30,
         2000;

                  (c)      The description of the Company's Common Stock, par
         value $1.00 per share, contained in the Company's Registration
         Statement on Form SB-2 (Registration No. 333-19081), filed with the
         Commission on December 31, 1996, including any amendment or report
         filed for the purpose of updating such description; and

                  (d)      All other reports filed pursuant to Section 13(a) or
         15(d) of the Exchange Act after the date hereof.

         All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities remaining unsold, shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

         The Company's Articles of Incorporation authorize the Company to issue
up to 3,000,000 shares of Common Stock, par value $1.00 per share. All
outstanding shares of Common Stock of the Company are entitled to share equally
in dividends from funds legally available therefor, when, as and if declared by
the Board of Directors, and upon liquidation or dissolution of the Company,
whether voluntary or involuntary, are entitled to share equally in all assets of
the Company available for distribution to the shareholders. The Company does not
anticipate paying any cash dividends on the Common Stock in the near future.
Each holder of a share of outstanding Common Stock is entitled to one vote for
each share on all matters submitted to the shareholders. Holders of Common Stock
do not have any preemptive right to acquire authorized but unissued capital
stock of the Company. There is no cumulative voting, redemption right, sinking
fund provision or right of conversion in existence with respect to the Common
Stock.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         The legality of the securities offered hereby has been passed upon by
the firm of Womble Carlyle Sandridge & Rice, PLLC, counsel to the Company.
Members of Womble Carlyle Sandridge & Rice, PLLC own 500 shares of our common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Consistent with the pertinent provisions of the laws of Georgia, the
Company's Articles of Incorporation provide that the Company shall have the
power to indemnify its directors and officers against expenses (including
attorneys' fees) and liabilities arising from actual or threatened actions,
suits or proceedings, whether or not settled, to which they become subject by
reason of having served in such role if such director or officer acted in good
faith

                                      -8-
13

and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to a criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Advances against expenses shall be made so long as the person seeking
indemnification agrees to refund the advances if it is ultimately determined
that he or she is not entitled to indemnification. A determination of whether
indemnification of a director or officer is proper because he or she met the
applicable standard of conduct shall be made: (a) by the Board of Directors of
the Company; (b) in certain circumstances, by independent legal counsel in a
written opinion; or (c) by the affirmative vote of a majority vote of the shares
entitled to vote.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         The Company relied on the exemption from registration contained in
Section 4(2) of the Securities Act of 1933 with regard to the issuance of 1,500
shares of common to one of its directors. The shares were issued upon the
exercise of a non-qualified stock option granted to one of the directors of the
Company.

ITEM 8.  EXHIBITS

         The following exhibits are filed as a part of this Registration
Statement:
NUMBER                               DESCRIPTION
------                               -----------
4.1      Articles of Incorporation of the Company, as amended (filed as Exhibit
         3.1 to the Registration Statement on Form SB-2, as amended
         (Registration No. 333-19081)).

4.2      Bylaws of the Company (filed as Exhibit 3.2 to the Registration
         Statement on Form SB-2, as amended (Registration No. 333-19081)).

4.3      Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
         Registration Statement on Form SB-2, as amended (Registration No.
         333-19081)).

5.1      Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of
         the Common Stock being registered.

23.1     Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in its
         opinion filed as Exhibit 5.1).

23.2     Consent of Mauldin & Jenkins, LLC.

24.1     Power of Attorney (included on signature page to this Registration
         Statement).

99.1     1998 Stock Option Plan of GBC Bancorp, Inc. (filed as Exhibit 10.5 to
         the Registrant's Form 10-KSB filed on March 30, 1999).
ITEM 9.  UNDERTAKINGS

                  (a)      The Company hereby undertakes:

                           (1)      To file, during any period in which offers
                                    or sales are being made, a post-effective
                                    amendment to this Registration Statement:

                                    (i)      To include any prospectus required
                                             by Section 10(a)(3) of the
                                             Securities Act;

                                      -9-
14

                                    (ii)     To reflect in the prospectus any
                                             facts or events arising after the
                                             effective date of the Registration
                                             Statement (or the most recent
                                             post-effective amendment thereof)
                                             which, individually or in the
                                             aggregate, represent a fundamental
                                             change in the information set forth
                                             in the Registration Statement;

                                    (iii)    To include any material information
                                             with respect to the plan of
                                             distribution not previously
                                             disclosed in the Registration
                                             Statement or any material change to
                                             such information in the
                                             Registration Statement; provided,
                                             however, that paragraphs (a)(1)(i)
                                             and (a)(1)(ii) do not apply if the
                                             information required to be included
                                             in a post-effective amendment by
                                             those paragraphs is contained in
                                             periodic reports filed with or
                                             furnished to the Commission by the
                                             Company pursuant to Section 13 or
                                             Section 15(d) of the Exchange Act
                                             that are incorporated by reference
                                             in the Registration Statement.

                           (2)      That, for the purpose of determining any
                                    liability under the Securities Act, each
                                    such post-effective amendment shall be
                                    deemed to be a new registration statement
                                    relating to the securities offered therein,
                                    and the offering of such securities at that
                                    time shall be deemed to be the initial bona
                                    fide offering thereof.

                           (3)      To remove from registration by means of a
                                    post-effective amendment any of the
                                    securities being registered which remain
                                    unsold at the termination of the offering.

                  (b)      The Company hereby undertakes that, for purposes of
         determining any liability under the Securities Act, each filing of the
         Company's annual report pursuant to Section 13(a) or Section 15(d) of
         the Exchange Act that is incorporated by reference in the Registration
         Statement shall be deemed to be a new registration statement relating
         to the securities offered therein, and the offering of such securities
         at that time shall be deemed to be the initial bona fide offering
         thereof.

                  (c)      Insofar as indemnification for liabilities arising
         under the Securities Act may be permitted to directors, officers and
         controlling persons of the Company pursuant to the foregoing
         provisions, or otherwise, the Company has been advised that in the
         opinion of the Commission such indemnification is against public policy
         as expressed in the Securities Act and is, therefore, unenforceable. In
         the event that a claim for indemnification against such liabilities
         (other than the payment by the Company of expenses incurred or paid by
         a director, officer or controlling person of the Company in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Company will, unless in the opinion of
         its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the
         Securities Act and will be governed by the final adjudication of such
         issue.

                                      -10-
15

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, GBC
Bancorp, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 13th day of
February, 2001.

                   GBC BANCORP, INC.

                   By: /s/ Larry D. Key
                       ---------------------------------------------------------
                       Larry D. Key
                       President, Chief Executive Officer and Chairman of the
                       Board

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
on the signature pages to this Registration Statement constitutes and appoints
Larry D. Key and John T. Hopkins III and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for the undersigned, and in his name, place and stead, in any
and all capacities to sign any and all amendments, including post-effective
amendments, to this Registration Statement, to make such changes in the
Registration Statement as such attorneys-in-fact deems appropriate to file the
same, with all exhibits thereto and other documents in connection therewith with
the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents and each of them, full power and authority to do so and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 13, 2001.
NAME                                      POSITION                             DATE
             ----                                      --------                             ----
/s/ Larry D. Key                      President and Chairman (Principal Executive     February 13, 2001
---------------------------------     Officer)
Larry D. Key

/s/ John T. Hopkins III               Executive Vice President, Secretary and         February 13, 2001
---------------------------------     Treasurer, (Principal Financial and
John T. Hopkins III                   Accounting Officer)

/s/ James B. Ballard                  Director                                        February 13, 2001
---------------------------------
James B. Ballard

/s/ Jerry M. Boles                    Director                                        February 13, 2001
---------------------------------
Jerry M. Boles

/s/ W. H. Britt                       Director                                        February 13, 2001
---------------------------------
W. H. Britt
-11-
16
NAME                                      POSITION                              DATE
             ----                                      --------                              ----
/s/ Norris J. Nash                    Director                                        February 13, 2001
---------------------------------
Norris J. Nash

/s/ Richard F. Combs                  Director                                        February 13, 2001
---------------------------------
Richard F. Combs

/s/ W. Grant Hayes                    Director                                        February 13, 2001
---------------------------------
W. Grant Hayes

/s/ Douglas A. Langley                Director                                        February 13, 2001
---------------------------------
Douglas A. Langley

/s/ J. Joseph Powell                  Director                                        February 13, 2001
---------------------------------
J. Joseph Powell

/s/ William S. Stanton                Director                                        February 13, 2001
---------------------------------
William S. Stanton
-12-
17

                                  EXHIBIT INDEX
                                       TO
                      REGISTRATION STATEMENT ON FORM S-8 OF
                                GBC BANCORP, INC.
NUMBER
DESCRIPTION
-----------
4.1            Articles of Incorporation of the Company, as amended (filed as Exhibit
               3.1 to the Registration Statement on Form SB-2, as amended
               (Registration File No. 333-19081)).

4.2            Bylaws of the Company (filed as Exhibit 3.2 to the Registration
               Statement on Form SB-2, as amended (Registration No. 333-19081)).

4.3            Specimen Common Stock Certificate (filed as Exhibit 4.2 to the
               Registration Statement on Form SB-2, as amended (Registration File No.
               333-19081)).

5.1            Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of
               the Common Stock being registered.

23.1           Consent of Womble Carlyle Sandridge & Rice, PLLC (contained in its
               opinion filed as Exhibit 5.1).

23.2           Consent of Mauldin & Jenkins, LLC.

24.1           Power of Attorney (included on signature page to this Registration
               Statement).

99.1           1998 Stock Option Plan of GBC Bancorp, Inc. (filed as Exhibit 10.5 to
               the Registrant's Form 10-KSB filed on March 30, 1999).
-13-