<PAGE>   1

     As filed with the Securities and Exchange Commission on April 30, 1999
                                                                   File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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


                             CORUS BANKSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              MINNESOTA                                  41-0823592
    (STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NO.)
  OF INCORPORATION OR ORGANIZATION)
        
        
         3959 N. LINCOLN AVENUE                        60613-2431
            CHICAGO, ILLINOIS                          (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (773) 832-3088

                             CORUS BANKSHARES, INC.
                             1999 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                               ROBERT J. GLICKMAN
                                    PRESIDENT
                             3959 N. LINCOLN AVENUE
                             CHICAGO, ILLINOIS 60613
                                 (773) 832-3088
                               (AGENT FOR SERVICE)


<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                          Proposed              Proposed
                                                           Maximum              Maximum
   Title of Securities to be         Amount to be       Offering Price         Aggregate             Amount of
           Registered                 Registered         Per Share(1)       Offering Price(1)     Registration Fee
--------------------------------------------------------------------------------------------------------------------
<S>                               <C>                     <C>                   <C>                    <C>
Common Stock, par value $.05      1,000,000 Shares        $30.953125            $30,953,125            $8,605
per share
====================================================================================================================
</TABLE>

(1)     Estimated solely for the purpose of computing the registration fee on
        the basis of the average of the high and low prices for the shares of
        Common Stock as reported on the NASDAQ National Market on April 28,
        1999.


================================================================================
<PAGE>   2


                                     Part II


                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Corus Bankshares,
Inc. ("Corus" or "Registrant") with the Securities and Exchange Commission (the
"SEC") are incorporated by reference herein and shall be deemed to be a part
hereof:

         (a)      Form 10-K for the year ended December 31, 1998 (File No. 
                  0-6136); and

         (b)      The description of Corus Bankshares Inc.'s shares of Common
                  Stock contained in the registration statement on Form 8-A
                  filed with the SEC on April 13, 1972 (File No. 0-6136).

All documents subsequently filed by Corus Bankshares pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered hereunder
is being passed upon for Corus Bankshares by the law firm of Mayer, Brown &
Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is currently
representing Corus Bankshares and certain of its affiliates.

ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

         In accordance with the Minnesota Business Corporation Act (being
Chapter 302A of the Minnesota Statutes), Article IV of the Registrant's Bylaws
provide as follows:

                  ARTICLE IV: The corporation shall indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceedings, whether civil,
         criminal, administrative or investigative by reason of the fact that
         such person is or was a director, or officer of the corporation or is
         or was serving as a director of a subsidiary corporation against
         expenses (including attorneys' fees actually and reasonably incurred),
         judgments, fines and amounts paid in settlement by such person in
         connection with such action, suit or proceeding if said party has met
         the elements specified for eligibility for indemnification as set forth
         in subdivision 2 of Section 302A.521 of the Minnesota Business
         Corporation Act. The termination of any action, suit or proceeding by
         judgment or settlement, conviction, or upon a plea of nolo contendere
         or its equivalent, shall not, of itself, create a presumption that the
         person did not meet each of the eligibility requirements as set forth
         in subdivision 2 of Section 302A.521 of the Minnesota Business
         Corporation Act.

                  In addition, this corporation shall indemnify any person who
         was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or on behalf of the
         corporation

<PAGE>   3

         to obtain a judgment in its favor by reason of the fact that such
         person is or was a director or officer of the corporation, or is or was
         serving as a director of a subsidiary corporation, against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection with the defense or settlement of such action or
         suit if he or she has met each of the requirements set forth in
         Subdivision 2 of Section 302A.521 of the Minnesota Business Corporation
         Act.

                  Furthermore, this corporation shall also indemnify any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil or criminal, administrative or investigative, by reason of the
         fact that such person is or was an officer of a subsidiary corporation
         against expenses (including attorneys' fees actually and reasonably
         incurred), judgments, fines and amounts paid in settlement by such
         person in connection with such action, suit or proceeding if said party
         has met the elements specified for eligibility for indemnification as
         set forth in subdivision 2 of Section 302A.521 of the Minnesota
         Business Corporation Act, and provided further that said person was not
         negligent in the performance of his or her duties while acting as an
         officer of a subsidiary corporation.

                  This corporation shall further indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceedings, whether civil,
         criminal, administrative or investigative by reason of the fact that
         such person is or was serving in an official capacity as a trustee or
         as a fiduciary of any employee pension or benefit plan for the
         corporation or any subsidiary against expenses (including attorneys'
         fees actually and reasonably incurred), judgments, fines and amounts
         paid in settlement by such person in connection with such action, suit
         or proceeding if said party has met the elements specified for
         eligibility for indemnification as set forth in subdivision 2 of
         Section 302A.521 of the Minnesota Business Corporation Act.

                  In order to be eligible for indemnification, any officer or
         director made a party to any threatened or pending action, suit or
         proceeding shall notify the corporation in writing within thirty (30)
         days that said party intends to seek indemnification and thereafter the
         corporation shall have the right to arrange for the defense of said
         party and the payment of costs associated therewith, and if the
         corporation does undertake defense of any officer, director or other
         party eligible for indemnification, then the corporation shall have the
         right, with the consent of the party to be indemnified, to settle said
         action, claim or suit, provided, however, that if said party refuses to
         accept the settlement offer, then the corporation shall not be
         obligated for any further indemnification or payment of any additional
         claim, costs or judgments in excess of the settlement offer amount. No
         indemnification shall be available to any officer or director who shall
         fail to give the notice required by this paragraph if the corporation
         was unaware of the action to which the notice would have related and
         was prejudiced by failure to give the notice.

                  No indemnification shall be made with respect of any claim,
         issue or matter as to which such person seeking indemnification shall
         have been adjudged to be liable for misconduct in the performance of
         his or her duty to the corporation or any subsidiary or employee
         pension or benefit plan provided, however, that except as to an officer
         of a subsidiary corporation the termination of any action, suit or
         proceeding by judgment or settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall not of itself create a presumption
         that the person seeking indemnification did not meet each of the
         eligibility requirements as set forth in subdivision 2 of Section
         302A.521 of the Minnesota Business Corporation Act.

                  To the extent that a director, or officer, of the corporation
         has been successful, on the merits or otherwise, in the defense of any
         action, suit or proceeding referred to herein, or in defense of any
         claim, issue or matter therein, then provided such person has met the
         eligibility requirements set forth herein in subdivision 2 of Section
         302A.521 of the Minnesota Business Corporation Act, and has complied
         with the other terms and conditions hereof, then such person shall be
         indemnified against expenses actually and reasonable incurred by such
         person in connection therewith.


                                      II-2
<PAGE>   4

                  Any indemnification made pursuant to these Bylaws shall be
         made by the corporation only as authorized in the specific case upon a
         determination that indemnification of the director or officer or
         trustee or fiduciary is proper in the circumstances because he or she
         is eligible for said indemnification pursuant to these Bylaws and to
         Subdivision 2 of Section 302A.521 if the Minnesota Business Corporation
         Act. Such determination shall be made (a) by the Board of Directors by
         a majority vote of a quorum consisting of directors who were not
         parties to such action, suit or proceeding, or (b) if such quorum is
         not obtainable, then by a majority of a committee of the Board
         consisting solely of two or more Directors not at the time parties to
         the action, suit or proceeding, duly designated to act in the manner by
         a majority of the full Board including Directors who are parties or (c)
         if a determination cannot be made pursuant to (a) or (b) as aforesaid,
         then by special legal counsel selected either by a majority of the
         Board of Directors or a committee selected pursuant to (b) or if the
         requisite quorum of the full Board cannot be obtained and the committee
         cannot be established, then by a majority of the full Board including
         Directors who are parties to such action, suit or proceeding or (d) if
         a determination cannot be made under (a), (b) or (c) then by the
         shareholders excluding the votes of shares held by parties to such
         action, suit or proceeding, provided however, that if an adverse
         determination regarding indemnification is made pursuant to (a), (b),
         (c) or (d) or if no determination is made under (a), (b), (c) or (d)
         within sixty (60) days after the termination of an action, suit or
         proceeding for which indemnification is sought, then said determination
         regarding eligibility may be made by a court of competent jurisdiction.

                  Expenses incurred in defending a civil or criminal action,
         suit or proceeding may be paid by the corporation in advance of the
         final disposition of such action, suit or proceeding, as authorized by
         the Board of Directors in the specific case, upon receipt of an
         undertaking by or on behalf of the director, or officer or trustee or
         fiduciary, to repay such amount, unless it shall ultimately be
         determined that he or she is entitled to be indemnified by the
         corporation as authorized by these Bylaws.

                  The corporation shall also have the power from time to time to
         purchase and maintain insurance on behalf of any person in that
         person's Official Capacity, against any liability asserted against and
         incurred by the person in or arising from that capacity whether or not
         the corporation would have been required to indemnify the person
         against the liability under the provisions of these Bylaws.

                  The corporation shall also have the power from time to time to
         enter into Indemnification Agreements with each director or officer of
         the corporation and with each director of a subsidiary corporation and
         with each trustee or individual acting in a fiduciary capacity for an
         employee benefit or pension plan sponsored by the corporation or a
         subsidiary and with each director or officer of the corporation or
         trustee or individual acting as a fiduciary as aforesaid as same are
         added as directors or officers or trustees or fiduciary as aforesaid to
         the corporation or of a subsidiary corporation, or with respect to any
         employee benefit or pension plan sponsored by the corporation or a
         subsidiary, provided however, that the failure to execute
         Indemnification Agreements between any such director, or trustee,
         fiduciary and/or officer as aforesaid and the corporation shall not
         abrogate the indemnification authorized by these Bylaws.

                  The corporation shall have no obligation to indemnify any
         employee (other than officers or directors of the corporation or of a
         subsidiary as defined in these Bylaws) or agent who was or is a party
         or is threatened to be made a party to any threatened pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative by reason of the fact that such person
         is or was an agent or employee of the corporation or of a subsidiary
         corporation against expenses (including attorneys' fees actually and
         reasonably incurred), judgments, fines and amounts paid in settlement
         by such person in connection with such action, suit or proceeding. Any
         indemnification of such employees or agents shall be made only to the
         extent and on such terms and conditions as the Board of Directors of
         this corporation may determine by separate resolution.


                                      II-3
<PAGE>   5


                  For purposes of this Section IV the term "subsidiary
         corporation" shall mean a corporation of which 80% of the issued and
         outstanding shares thereof are owned by this corporation and the term
         "official capacity" shall have the same meaning as set forth in the
         Minnesota Business Corporation Act.

         The Minnesota Business Corporation Act provides for indemnification of
officers, directors and others as follows:

         302A.521 INDEMNIFICATION. -- Subdivision 1. Definitions. (a) For
         purposes of this section, the terms defined in this subdivision have
         the meanings given them.

                  (b)      "Corporation" includes a domestic or foreign 
         corporation that was the predecessor of the corporation referred to in
         this section in a merger or other transaction in which the
         predecessor's existence ceased upon consummation of the transaction.

                  (c)      "Official capacity" means (1) with respect to a
         director, the position of director in a corporation, (2) with respect
         to a person other than a director, the elective or appointive office or
         position held by an officer, member of a committee of the board, or the
         employment relationship undertaken by an employee of the corporation,
         and (3) with respect to a director, officer, or employee of the
         corporation who, while a director, officer, or employee of the
         corporation, is or was serving at the request of the corporation or
         whose duties in that position involve or involved service as a
         director, officer, partner, trustee, employee or agent of another
         organization or employee benefit plan, the position of that person as a
         director, officer, partner, trustee, employee, or agent, as the case
         may be, of the other organization or employee benefit plan.

                  (d)      "Proceeding" means a threatened, pending or completed
         civil, criminal, administrative, arbitration, or investigative
         proceeding, including a proceeding by or in the right of the
         corporation.

                  (e)      "Special legal counsel" means counsel who has not
         represented the corporation or a related organization, or a director,
         officer, member of a committee of the board, or employee, whose
         indemnification is in issue.

                  Subd. 2. Indemnification mandatory; standard. (a) Subject to
         the provisions of subdivision 4, a corporation shall indemnify a person
         made or threatened to be made a party to a proceeding by reason of the
         former or present official capacity of the person against judgments,
         penalties, fines, including, without limitation, excise taxes assessed
         against the person with respect to an employee benefit plan,
         settlements and reasonable expenses, including attorneys' fees and
         disbursements, incurred by the person in connection with the
         proceeding, if, with respect to the acts or omissions of the person
         complained of in the proceeding, the person:

                  (1)      Has not been indemnified by another organization or
         employee benefit plan for the same judgments, penalties, fines,
         including, without limitation, excise taxes assessed against the person
         with respect to an employee benefit plan, settlements, and reasonable
         expenses, including attorneys' fees and disbursements, incurred by the
         person in connection with the proceeding with respect to the same acts
         or omissions;

                  (2)      Acted in good faith;

                  (3)      Received no improper personal benefit and section
         302A.255, if applicable, has been satisfied;


                                      II-4
<PAGE>   6


                  (4)      In the case of a criminal proceeding, had no
         reasonable cause to believe the conduct was unlawful; and

                  (5)      In the case of acts or omissions occurring in the
         official capacity described in subdivision 1, paragraph (c), clause (1)
         or (2), reasonably believed that the conduct was in the best interests
         of the corporation, or in the case of acts or omissions occurring in
         the official capacity described in subdivision 1, paragraph (c), clause
         (3), reasonably believed that the conduct was not opposed to the best
         interests of the corporation. If the person's acts or omissions
         complained of in the proceeding relate to conduct as a director,
         officer, trustee, employee or agent of an employee benefit plan, the
         conduct is not considered to be opposed to the best interests of the
         corporation if the person reasonably believed that the conduct was in
         the best interests of the participants or beneficiaries of the employee
         benefit plan.

                  (b)      The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent does not, of itself, establish that the person did not meet
         the criteria set forth in this subdivision.

                  Subd. 3. Advances. Subject to the provisions of a subdivision
         4, if a person is made or threatened to be made a party to a
         proceeding, the person is entitled, upon written request to the
         corporation, to payment or reimbursement by the corporation of
         reasonable expenses, including attorneys' fees and disbursements,
         incurred by the person in advance of the final disposition of the
         proceeding, (a) upon receipt by the corporation of a written
         affirmation by the person of a good faith belief that the criteria for
         indemnification set forth in subdivision 2 have been satisfied and a
         written undertaking by the person to repay all amounts so paid or
         reimbursed by the corporation, if it is ultimately determined that the
         criteria for indemnification have not been satisfied, and (b) After a
         determination that the facts then known to those making the
         determination would not preclude indemnification under this section.
         The written undertaking required by clause (a) is an unlimited general
         obligation of the person making it, but need not be secured and shall
         be accepted without reference to financial ability to make the
         repayment.

                  Subd. 4. Prohibition or limit on indemnification or advances.
         The articles or bylaws either may prohibit indemnification or advances
         of expenses otherwise required by this section or may impose conditions
         on indemnification or advances of expenses in addition to the
         conditions contained in subdivisions 2 and 3 including, without
         limitation, monetary limits on indemnification or advances of expenses,
         if the prohibition or conditions apply equally to all persons or to all
         persons within a given class. A prohibition or limit on indemnification
         or advances may not apply to or affect the right of a person to
         indemnification or advances of expenses with respect to any acts or
         omissions of the person occurring prior to the effective date of a
         provision in the articles or the date of adoption of a provision in the
         bylaws establishing the prohibition or limit on indemnification or
         advances.

                  Subd. 5. Reimbursement to witnesses. This section does not
         require, or limit the ability of, a corporation to reimburse expenses,
         including attorneys' fees and disbursements, incurred by a person in
         connection with an appearance as a witness in a proceeding at a time
         when the person has not been made or threatened to be made a party to a
         proceeding.

                  Subd. 6.  Determination  of eligibility.  (a) All
         determinations whether indemnification of a person is required because
         the criteria set forth in subdivision 2 have been satisfied and whether
         a person is entitled to payment or reimbursement of expenses in advance
         of the final disposition of a proceeding as provided in subdivision 3
         shall be made:

                  (1)      By the board by a majority of a quorum, if the 
         directors who are at the time parties to the proceeding are not counted
         for determining either a majority or the presence of a quorum;


                                      II-5
<PAGE>   7
                  (2)      If a quorum under clause (1) cannot be obtained, by a
         majority of a committee of the board, consisting solely of two or more
         directors not at the time parties to the proceeding, duly designated to
         act in the matter by a majority of the full board including directors
         who are parties;

                  (3)      If a determination is not made under clause (1) or
         (2), by special legal counsel, selected either by a majority of the
         board or a committee by vote pursuant to clause (1) or (2) or, if the
         requisite quorum of the full board cannot be obtained and the committee
         cannot be established, by a majority of the full board including
         directors who are parties;

                  (4)      If a determination is not made under causes (1) to
         (3), by the shareholders, but the shares held by parties to the
         proceeding must not be counted in determining the presence of a quorum
         and are not considered to be present and entitled to vote on the
         determination; or

                  (5)      If an adverse determination is made under clauses (1)
         to (4) or under paragraph (b), or if no determination is made under
         clauses (1) to (4) or under paragraph (b) within 60 days after (i) the
         later to occur of the termination of a proceeding or a written request
         for indemnification to the corporation or (ii) " written request for an
         advance of expenses, as the case may be, by a court in this state,
         which may be the same court in which the proceeding involving the
         person's liability took place, upon application of the person and any
         notice the court requires. The person seeking indemnification or
         payment or reimbursement of expenses pursuant to this clause has the
         burden of establishing that the person is entitled to indemnification
         or payment or reimbursement of expenses.

                  (b)      With respect to a person who is not, and was not at
         the time of the acts or omissions complained of in the proceedings, a
         director, officer, or person possessing, directly or indirectly, the
         power to direct or cause the direction of the management or policies of
         the corporation, the determination whether indemnification of this
         person is required because the criteria set forth in subdivision 2 have
         been satisfied and whether this person is entitled to payment or
         reimbursement of expenses in advance of the final disposition of a
         proceeding as provided in subdivision 3 may be made by an annually
         appointed committee of the board, having at least one member who is a
         director. The committee shall report at least annually to the board
         concerning its actions.

                  Subd. 7.  Insurance. A corporation may purchase and maintain
         insurance on behalf of a person in that person's official capacity
         against any liability asserted against and incurred by the person in or
         arising from that capacity, whether or not the corporation would have
         been required to indemnify the person against the liability under the
         provisions of this section.

                  Subd. 8.  Disclosure. A corporation that indemnifies or 
         advances expenses to a person in accordance with this section in
         connection with a proceeding by or on behalf of the corporation shall
         report to the shareholders in writing the amount of the indemnification
         or advance and to whom and on whose behalf it was paid not later than
         the next meeting of shareholders.

                  Subd. 9.  Indemnification of other persons. Nothing in this
         section shall be construed to limit the power of the corporation to
         indemnify persons other than a director, officer, employee or member of
         a committee of the board of the corporation by contract or otherwise.
         (Last amended by Ch. 10, L. '97, eff. 8-1-97.)

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                      II-6
<PAGE>   8


ITEM 8.  EXHIBITS.

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

A.  Rule 415 Offering.

The undersigned registrant 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 of 1933;

                    (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 registration
                                statement is on Form S-3 or Form S-8, and the
                                information required to be included in a
                                post-effective amendment by those paragraphs is
                                contained in periodic reports filed by the
                                registrant 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 of 1933, 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.         Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(And, where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.         Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws 

                                      II-7
<PAGE>   9
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.


                                      II-8
<PAGE>   10
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Corus Bankshares, hereby constitutes and appoints Robert J. Glickman
and Timothy H. Taylor, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and any and all
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 and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully and 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 any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.

                                      II-9
<PAGE>   11
                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Chicago, State of Illinois, on April 28, 1999.

                          CORUS BANKSHARES, INC.


                          By /s/ Robert J. Glickman
                            --------------------------------------------------
                              Robert J. Glickman
                              President and Chief Executive Officer

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.


<TABLE>
<CAPTION>
                  Signature                                        Title                              Date
                  ---------                                        -----                              ----

<S>                                             <C>                                         <C>
/s/ Joseph C. Glickman                          Chairman of the Board of Directors          April 28, 1999
-------------------------------------------
             Joseph C. Glickman


 /s/ Robert J. Glickman                         President and Chief Executive Officer       April 28, 1999
-------------------------------------------     (principal executive officer) And Director
             Robert J. Glickman                 

/s/ Timothy H. Taylor                           Executive Vice President and Chief          April 28, 1999
-------------------------------------------     Financial Officer
              Timothy H. Taylor                 (principal financial and accounting
                                                officer)

/s/ Steven D. Fifield                           Director                                    April 28, 1999
-------------------------------------------
              Steven D. Fifield

 /s/ Karl H. Horn                               Director                                    April 28, 1999
-------------------------------------------
                Karl H. Horn

 /s/ Michael Levitt                             Director                                    April 28, 1999
-------------------------------------------
               Michael Levitt

 /s/ Rodney D. Lubeznik                         Director                                    April 28, 1999
-------------------------------------------
             Rodney D. Lubeznik

 /s/ Michael Tang                               Director                                    April 28, 1999
-------------------------------------------
                Michael Tang

                                                Director                                    April 28, 1999
-------------------------------------------
            William H. Wendt III
</TABLE>

                                     II-10
<PAGE>   12
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number          Description of Document
------          -----------------------

<S>             <C>         
4.1             Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to Corus
                Bankshares' Registration Statement on Form S-8 dated May 22, 1998 (File No. 333-53385)(the "Form
                S-8"))

4.2             Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2 to the Form S-8)

4.3             Corus Bankshares 1999 Stock Option Plan

5               Opinion of Mayer, Brown & Platt

23.1            Consent of Mayer, Brown & Platt (included in its opinion filed as Exhibit 5 hereto)

23.2            Consent of Arthur Andersen LLP

23.3            Consent of KPMG LLP

24              Power of Attorney (included on page II-9)
</TABLE>

                                     II-11
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 40215}]
{"company-data": {"conformed-name": "CORUS BANKSHARES INC", "cik": "0000051939", "assigned-sic": "6022", "irs-number": "410823592", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-77481", "film-number": "99607371"}, "business-address": {"street1": "3959 N LINCOLN AVE", "street2": "LINCOLN NATIONAL BANK BLDG", "city": "CHICAGO", "state": "IL", "zip": "60613", "phone": "3125497100"}, "mail-address": {"street1": "3959 N LINCOLN AVE", "city": "CHICAGO", "state": "IL", "zip": "60613"}, "former-company": [{"former-conformed-name": "RIVER FOREST BANCORP INC", "date-changed": "19920703"}, {"former-conformed-name": "INVESTMENT CORP OF AMERICA INC", "date-changed": "19820422"}]}
1

     As filed with the Securities and Exchange Commission on April 30, 1999
                                                                   File No. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                             CORUS BANKSHARES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

              MINNESOTA                                  41-0823592
    (STATE OR OTHER JURISDICTION            (I.R.S. EMPLOYER IDENTIFICATION NO.)
  OF INCORPORATION OR ORGANIZATION)
        
        
         3959 N. LINCOLN AVENUE                        60613-2431
            CHICAGO, ILLINOIS                          (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
                                 (773) 832-3088

                             CORUS BANKSHARES, INC.
                             1999 STOCK OPTION PLAN
                            (FULL TITLE OF THE PLAN)

                               ROBERT J. GLICKMAN
                                    PRESIDENT
                             3959 N. LINCOLN AVENUE
                             CHICAGO, ILLINOIS 60613
                                 (773) 832-3088
                               (AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
====================================================================================================================
                                                          Proposed              Proposed
                                                           Maximum              Maximum
   Title of Securities to be         Amount to be       Offering Price         Aggregate             Amount of
           Registered                 Registered         Per Share(1)       Offering Price(1)     Registration Fee
--------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.05      1,000,000 Shares        $30.953125            $30,953,125            $8,605
per share
====================================================================================================================
(1)     Estimated solely for the purpose of computing the registration fee on
        the basis of the average of the high and low prices for the shares of
        Common Stock as reported on the NASDAQ National Market on April 28,
        1999.

================================================================================
2

                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents, which have heretofore been filed by Corus Bankshares,
Inc. ("Corus" or "Registrant") with the Securities and Exchange Commission (the
"SEC") are incorporated by reference herein and shall be deemed to be a part
hereof:

         (a)      Form 10-K for the year ended December 31, 1998 (File No. 
                  0-6136); and

         (b)      The description of Corus Bankshares Inc.'s shares of Common
                  Stock contained in the registration statement on Form 8-A
                  filed with the SEC on April 13, 1972 (File No. 0-6136).

All documents subsequently filed by Corus Bankshares pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by
reference and shall be deemed a part hereof from the date of filing of such
documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

The validity of the issuance of the shares of Common Stock registered hereunder
is being passed upon for Corus Bankshares by the law firm of Mayer, Brown &
Platt, Chicago, Illinois. Mayer, Brown & Platt has represented and is currently
representing Corus Bankshares and certain of its affiliates.

ITEM 6.  INDEMNIFICATION OF TRUSTEES AND OFFICERS.

         In accordance with the Minnesota Business Corporation Act (being
Chapter 302A of the Minnesota Statutes), Article IV of the Registrant's Bylaws
provide as follows:

                  ARTICLE IV: The corporation shall indemnify any person who was
         or is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceedings, whether civil,
         criminal, administrative or investigative by reason of the fact that
         such person is or was a director, or officer of the corporation or is
         or was serving as a director of a subsidiary corporation against
         expenses (including attorneys' fees actually and reasonably incurred),
         judgments, fines and amounts paid in settlement by such person in
         connection with such action, suit or proceeding if said party has met
         the elements specified for eligibility for indemnification as set forth
         in subdivision 2 of Section 302A.521 of the Minnesota Business
         Corporation Act. The termination of any action, suit or proceeding by
         judgment or settlement, conviction, or upon a plea of nolo contendere
         or its equivalent, shall not, of itself, create a presumption that the
         person did not meet each of the eligibility requirements as set forth
         in subdivision 2 of Section 302A.521 of the Minnesota Business
         Corporation Act.

                  In addition, this corporation shall indemnify any person who
         was or is a party or is threatened to be made a party to any
         threatened, pending or completed action or suit by or on behalf of the
         corporation
3

         to obtain a judgment in its favor by reason of the fact that such
         person is or was a director or officer of the corporation, or is or was
         serving as a director of a subsidiary corporation, against expenses
         (including attorneys' fees) actually and reasonably incurred by such
         person in connection with the defense or settlement of such action or
         suit if he or she has met each of the requirements set forth in
         Subdivision 2 of Section 302A.521 of the Minnesota Business Corporation
         Act.

                  Furthermore, this corporation shall also indemnify any person
         who was or is a party or is threatened to be made a party to any
         threatened, pending or completed action, suit or proceeding, whether
         civil or criminal, administrative or investigative, by reason of the
         fact that such person is or was an officer of a subsidiary corporation
         against expenses (including attorneys' fees actually and reasonably
         incurred), judgments, fines and amounts paid in settlement by such
         person in connection with such action, suit or proceeding if said party
         has met the elements specified for eligibility for indemnification as
         set forth in subdivision 2 of Section 302A.521 of the Minnesota
         Business Corporation Act, and provided further that said person was not
         negligent in the performance of his or her duties while acting as an
         officer of a subsidiary corporation.

                  This corporation shall further indemnify any person who was or
         is a party or is threatened to be made a party to any threatened,
         pending or completed action, suit or proceedings, whether civil,
         criminal, administrative or investigative by reason of the fact that
         such person is or was serving in an official capacity as a trustee or
         as a fiduciary of any employee pension or benefit plan for the
         corporation or any subsidiary against expenses (including attorneys'
         fees actually and reasonably incurred), judgments, fines and amounts
         paid in settlement by such person in connection with such action, suit
         or proceeding if said party has met the elements specified for
         eligibility for indemnification as set forth in subdivision 2 of
         Section 302A.521 of the Minnesota Business Corporation Act.

                  In order to be eligible for indemnification, any officer or
         director made a party to any threatened or pending action, suit or
         proceeding shall notify the corporation in writing within thirty (30)
         days that said party intends to seek indemnification and thereafter the
         corporation shall have the right to arrange for the defense of said
         party and the payment of costs associated therewith, and if the
         corporation does undertake defense of any officer, director or other
         party eligible for indemnification, then the corporation shall have the
         right, with the consent of the party to be indemnified, to settle said
         action, claim or suit, provided, however, that if said party refuses to
         accept the settlement offer, then the corporation shall not be
         obligated for any further indemnification or payment of any additional
         claim, costs or judgments in excess of the settlement offer amount. No
         indemnification shall be available to any officer or director who shall
         fail to give the notice required by this paragraph if the corporation
         was unaware of the action to which the notice would have related and
         was prejudiced by failure to give the notice.

                  No indemnification shall be made with respect of any claim,
         issue or matter as to which such person seeking indemnification shall
         have been adjudged to be liable for misconduct in the performance of
         his or her duty to the corporation or any subsidiary or employee
         pension or benefit plan provided, however, that except as to an officer
         of a subsidiary corporation the termination of any action, suit or
         proceeding by judgment or settlement, conviction or upon a plea of nolo
         contendere or its equivalent, shall not of itself create a presumption
         that the person seeking indemnification did not meet each of the
         eligibility requirements as set forth in subdivision 2 of Section
         302A.521 of the Minnesota Business Corporation Act.

                  To the extent that a director, or officer, of the corporation
         has been successful, on the merits or otherwise, in the defense of any
         action, suit or proceeding referred to herein, or in defense of any
         claim, issue or matter therein, then provided such person has met the
         eligibility requirements set forth herein in subdivision 2 of Section
         302A.521 of the Minnesota Business Corporation Act, and has complied
         with the other terms and conditions hereof, then such person shall be
         indemnified against expenses actually and reasonable incurred by such
         person in connection therewith.

                                      II-2
4

                  Any indemnification made pursuant to these Bylaws shall be
         made by the corporation only as authorized in the specific case upon a
         determination that indemnification of the director or officer or
         trustee or fiduciary is proper in the circumstances because he or she
         is eligible for said indemnification pursuant to these Bylaws and to
         Subdivision 2 of Section 302A.521 if the Minnesota Business Corporation
         Act. Such determination shall be made (a) by the Board of Directors by
         a majority vote of a quorum consisting of directors who were not
         parties to such action, suit or proceeding, or (b) if such quorum is
         not obtainable, then by a majority of a committee of the Board
         consisting solely of two or more Directors not at the time parties to
         the action, suit or proceeding, duly designated to act in the manner by
         a majority of the full Board including Directors who are parties or (c)
         if a determination cannot be made pursuant to (a) or (b) as aforesaid,
         then by special legal counsel selected either by a majority of the
         Board of Directors or a committee selected pursuant to (b) or if the
         requisite quorum of the full Board cannot be obtained and the committee
         cannot be established, then by a majority of the full Board including
         Directors who are parties to such action, suit or proceeding or (d) if
         a determination cannot be made under (a), (b) or (c) then by the
         shareholders excluding the votes of shares held by parties to such
         action, suit or proceeding, provided however, that if an adverse
         determination regarding indemnification is made pursuant to (a), (b),
         (c) or (d) or if no determination is made under (a), (b), (c) or (d)
         within sixty (60) days after the termination of an action, suit or
         proceeding for which indemnification is sought, then said determination
         regarding eligibility may be made by a court of competent jurisdiction.

                  Expenses incurred in defending a civil or criminal action,
         suit or proceeding may be paid by the corporation in advance of the
         final disposition of such action, suit or proceeding, as authorized by
         the Board of Directors in the specific case, upon receipt of an
         undertaking by or on behalf of the director, or officer or trustee or
         fiduciary, to repay such amount, unless it shall ultimately be
         determined that he or she is entitled to be indemnified by the
         corporation as authorized by these Bylaws.

                  The corporation shall also have the power from time to time to
         purchase and maintain insurance on behalf of any person in that
         person's Official Capacity, against any liability asserted against and
         incurred by the person in or arising from that capacity whether or not
         the corporation would have been required to indemnify the person
         against the liability under the provisions of these Bylaws.

                  The corporation shall also have the power from time to time to
         enter into Indemnification Agreements with each director or officer of
         the corporation and with each director of a subsidiary corporation and
         with each trustee or individual acting in a fiduciary capacity for an
         employee benefit or pension plan sponsored by the corporation or a
         subsidiary and with each director or officer of the corporation or
         trustee or individual acting as a fiduciary as aforesaid as same are
         added as directors or officers or trustees or fiduciary as aforesaid to
         the corporation or of a subsidiary corporation, or with respect to any
         employee benefit or pension plan sponsored by the corporation or a
         subsidiary, provided however, that the failure to execute
         Indemnification Agreements between any such director, or trustee,
         fiduciary and/or officer as aforesaid and the corporation shall not
         abrogate the indemnification authorized by these Bylaws.

                  The corporation shall have no obligation to indemnify any
         employee (other than officers or directors of the corporation or of a
         subsidiary as defined in these Bylaws) or agent who was or is a party
         or is threatened to be made a party to any threatened pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative by reason of the fact that such person
         is or was an agent or employee of the corporation or of a subsidiary
         corporation against expenses (including attorneys' fees actually and
         reasonably incurred), judgments, fines and amounts paid in settlement
         by such person in connection with such action, suit or proceeding. Any
         indemnification of such employees or agents shall be made only to the
         extent and on such terms and conditions as the Board of Directors of
         this corporation may determine by separate resolution.

                                      II-3
5

                  For purposes of this Section IV the term "subsidiary
         corporation" shall mean a corporation of which 80% of the issued and
         outstanding shares thereof are owned by this corporation and the term
         "official capacity" shall have the same meaning as set forth in the
         Minnesota Business Corporation Act.

         The Minnesota Business Corporation Act provides for indemnification of
officers, directors and others as follows:

         302A.521 INDEMNIFICATION. -- Subdivision 1. Definitions. (a) For
         purposes of this section, the terms defined in this subdivision have
         the meanings given them.

                  (b)      "Corporation" includes a domestic or foreign 
         corporation that was the predecessor of the corporation referred to in
         this section in a merger or other transaction in which the
         predecessor's existence ceased upon consummation of the transaction.

                  (c)      "Official capacity" means (1) with respect to a
         director, the position of director in a corporation, (2) with respect
         to a person other than a director, the elective or appointive office or
         position held by an officer, member of a committee of the board, or the
         employment relationship undertaken by an employee of the corporation,
         and (3) with respect to a director, officer, or employee of the
         corporation who, while a director, officer, or employee of the
         corporation, is or was serving at the request of the corporation or
         whose duties in that position involve or involved service as a
         director, officer, partner, trustee, employee or agent of another
         organization or employee benefit plan, the position of that person as a
         director, officer, partner, trustee, employee, or agent, as the case
         may be, of the other organization or employee benefit plan.

                  (d)      "Proceeding" means a threatened, pending or completed
         civil, criminal, administrative, arbitration, or investigative
         proceeding, including a proceeding by or in the right of the
         corporation.

                  (e)      "Special legal counsel" means counsel who has not
         represented the corporation or a related organization, or a director,
         officer, member of a committee of the board, or employee, whose
         indemnification is in issue.

                  Subd. 2. Indemnification mandatory; standard. (a) Subject to
         the provisions of subdivision 4, a corporation shall indemnify a person
         made or threatened to be made a party to a proceeding by reason of the
         former or present official capacity of the person against judgments,
         penalties, fines, including, without limitation, excise taxes assessed
         against the person with respect to an employee benefit plan,
         settlements and reasonable expenses, including attorneys' fees and
         disbursements, incurred by the person in connection with the
         proceeding, if, with respect to the acts or omissions of the person
         complained of in the proceeding, the person:

                  (1)      Has not been indemnified by another organization or
         employee benefit plan for the same judgments, penalties, fines,
         including, without limitation, excise taxes assessed against the person
         with respect to an employee benefit plan, settlements, and reasonable
         expenses, including attorneys' fees and disbursements, incurred by the
         person in connection with the proceeding with respect to the same acts
         or omissions;

                  (2)      Acted in good faith;

                  (3)      Received no improper personal benefit and section
         302A.255, if applicable, has been satisfied;

                                      II-4
6

                  (4)      In the case of a criminal proceeding, had no
         reasonable cause to believe the conduct was unlawful; and

                  (5)      In the case of acts or omissions occurring in the
         official capacity described in subdivision 1, paragraph (c), clause (1)
         or (2), reasonably believed that the conduct was in the best interests
         of the corporation, or in the case of acts or omissions occurring in
         the official capacity described in subdivision 1, paragraph (c), clause
         (3), reasonably believed that the conduct was not opposed to the best
         interests of the corporation. If the person's acts or omissions
         complained of in the proceeding relate to conduct as a director,
         officer, trustee, employee or agent of an employee benefit plan, the
         conduct is not considered to be opposed to the best interests of the
         corporation if the person reasonably believed that the conduct was in
         the best interests of the participants or beneficiaries of the employee
         benefit plan.

                  (b)      The termination of a proceeding by judgment, order,
         settlement, conviction, or upon a plea of nolo contendere or its
         equivalent does not, of itself, establish that the person did not meet
         the criteria set forth in this subdivision.

                  Subd. 3. Advances. Subject to the provisions of a subdivision
         4, if a person is made or threatened to be made a party to a
         proceeding, the person is entitled, upon written request to the
         corporation, to payment or reimbursement by the corporation of
         reasonable expenses, including attorneys' fees and disbursements,
         incurred by the person in advance of the final disposition of the
         proceeding, (a) upon receipt by the corporation of a written
         affirmation by the person of a good faith belief that the criteria for
         indemnification set forth in subdivision 2 have been satisfied and a
         written undertaking by the person to repay all amounts so paid or
         reimbursed by the corporation, if it is ultimately determined that the
         criteria for indemnification have not been satisfied, and (b) After a
         determination that the facts then known to those making the
         determination would not preclude indemnification under this section.
         The written undertaking required by clause (a) is an unlimited general
         obligation of the person making it, but need not be secured and shall
         be accepted without reference to financial ability to make the
         repayment.

                  Subd. 4. Prohibition or limit on indemnification or advances.
         The articles or bylaws either may prohibit indemnification or advances
         of expenses otherwise required by this section or may impose conditions
         on indemnification or advances of expenses in addition to the
         conditions contained in subdivisions 2 and 3 including, without
         limitation, monetary limits on indemnification or advances of expenses,
         if the prohibition or conditions apply equally to all persons or to all
         persons within a given class. A prohibition or limit on indemnification
         or advances may not apply to or affect the right of a person to
         indemnification or advances of expenses with respect to any acts or
         omissions of the person occurring prior to the effective date of a
         provision in the articles or the date of adoption of a provision in the
         bylaws establishing the prohibition or limit on indemnification or
         advances.

                  Subd. 5. Reimbursement to witnesses. This section does not
         require, or limit the ability of, a corporation to reimburse expenses,
         including attorneys' fees and disbursements, incurred by a person in
         connection with an appearance as a witness in a proceeding at a time
         when the person has not been made or threatened to be made a party to a
         proceeding.

                  Subd. 6.  Determination  of eligibility.  (a) All
         determinations whether indemnification of a person is required because
         the criteria set forth in subdivision 2 have been satisfied and whether
         a person is entitled to payment or reimbursement of expenses in advance
         of the final disposition of a proceeding as provided in subdivision 3
         shall be made:

                  (1)      By the board by a majority of a quorum, if the 
         directors who are at the time parties to the proceeding are not counted
         for determining either a majority or the presence of a quorum;

                                      II-5
7
                  (2)      If a quorum under clause (1) cannot be obtained, by a
         majority of a committee of the board, consisting solely of two or more
         directors not at the time parties to the proceeding, duly designated to
         act in the matter by a majority of the full board including directors
         who are parties;

                  (3)      If a determination is not made under clause (1) or
         (2), by special legal counsel, selected either by a majority of the
         board or a committee by vote pursuant to clause (1) or (2) or, if the
         requisite quorum of the full board cannot be obtained and the committee
         cannot be established, by a majority of the full board including
         directors who are parties;

                  (4)      If a determination is not made under causes (1) to
         (3), by the shareholders, but the shares held by parties to the
         proceeding must not be counted in determining the presence of a quorum
         and are not considered to be present and entitled to vote on the
         determination; or

                  (5)      If an adverse determination is made under clauses (1)
         to (4) or under paragraph (b), or if no determination is made under
         clauses (1) to (4) or under paragraph (b) within 60 days after (i) the
         later to occur of the termination of a proceeding or a written request
         for indemnification to the corporation or (ii) " written request for an
         advance of expenses, as the case may be, by a court in this state,
         which may be the same court in which the proceeding involving the
         person's liability took place, upon application of the person and any
         notice the court requires. The person seeking indemnification or
         payment or reimbursement of expenses pursuant to this clause has the
         burden of establishing that the person is entitled to indemnification
         or payment or reimbursement of expenses.

                  (b)      With respect to a person who is not, and was not at
         the time of the acts or omissions complained of in the proceedings, a
         director, officer, or person possessing, directly or indirectly, the
         power to direct or cause the direction of the management or policies of
         the corporation, the determination whether indemnification of this
         person is required because the criteria set forth in subdivision 2 have
         been satisfied and whether this person is entitled to payment or
         reimbursement of expenses in advance of the final disposition of a
         proceeding as provided in subdivision 3 may be made by an annually
         appointed committee of the board, having at least one member who is a
         director. The committee shall report at least annually to the board
         concerning its actions.

                  Subd. 7.  Insurance. A corporation may purchase and maintain
         insurance on behalf of a person in that person's official capacity
         against any liability asserted against and incurred by the person in or
         arising from that capacity, whether or not the corporation would have
         been required to indemnify the person against the liability under the
         provisions of this section.

                  Subd. 8.  Disclosure. A corporation that indemnifies or 
         advances expenses to a person in accordance with this section in
         connection with a proceeding by or on behalf of the corporation shall
         report to the shareholders in writing the amount of the indemnification
         or advance and to whom and on whose behalf it was paid not later than
         the next meeting of shareholders.

                  Subd. 9.  Indemnification of other persons. Nothing in this
         section shall be construed to limit the power of the corporation to
         indemnify persons other than a director, officer, employee or member of
         a committee of the board of the corporation by contract or otherwise.
         (Last amended by Ch. 10, L. '97, eff. 8-1-97.)

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

                                      II-6
8

ITEM 8.  EXHIBITS.

See Index to Exhibits.

ITEM 9.  UNDERTAKINGS.

A.  Rule 415 Offering.

The undersigned registrant 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 of 1933;

                    (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 registration
                                statement is on Form S-3 or Form S-8, and the
                                information required to be included in a
                                post-effective amendment by those paragraphs is
                                contained in periodic reports filed by the
                                registrant 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 of 1933, 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.         Filings Incorporating Subsequent Exchange Act Documents by Reference.

The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to section 13(a) or section 15(d) of the Exchange Act
(And, where applicable, each filing of an employee benefit plan's annual report
pursuant to 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.         Indemnification of Directors and Officers.

Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions of the registrant's charter or by-laws 

                                      II-7
9
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant 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 registrant 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 of 1933 and will be governed by the final adjudication of such
issue.

                                      II-8
10
                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Corus Bankshares, hereby constitutes and appoints Robert J. Glickman
and Timothy H. Taylor, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, with full power to act alone, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and any and all
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 and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully and 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 any of them, or his substitute or
nominee, may lawfully do or cause to be done by virtue hereof.

                                      II-9
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                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Chicago, State of Illinois, on April 28, 1999.

                          CORUS BANKSHARES, INC.

                          By /s/ Robert J. Glickman
                            --------------------------------------------------
                              Robert J. Glickman
                              President and Chief Executive Officer

           Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature                                        Title                              Date
                  ---------                                        -----                              ----
/s/ Joseph C. Glickman                          Chairman of the Board of Directors          April 28, 1999
-------------------------------------------
             Joseph C. Glickman

 /s/ Robert J. Glickman                         President and Chief Executive Officer       April 28, 1999
-------------------------------------------     (principal executive officer) And Director
             Robert J. Glickman                 

/s/ Timothy H. Taylor                           Executive Vice President and Chief          April 28, 1999
-------------------------------------------     Financial Officer
              Timothy H. Taylor                 (principal financial and accounting
                                                officer)

/s/ Steven D. Fifield                           Director                                    April 28, 1999
-------------------------------------------
              Steven D. Fifield

 /s/ Karl H. Horn                               Director                                    April 28, 1999
-------------------------------------------
                Karl H. Horn

 /s/ Michael Levitt                             Director                                    April 28, 1999
-------------------------------------------
               Michael Levitt

 /s/ Rodney D. Lubeznik                         Director                                    April 28, 1999
-------------------------------------------
             Rodney D. Lubeznik

 /s/ Michael Tang                               Director                                    April 28, 1999
-------------------------------------------
                Michael Tang

                                                Director                                    April 28, 1999
-------------------------------------------
            William H. Wendt III
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                                INDEX TO EXHIBITS
Exhibit
Number          Description of Document
------          -----------------------
4.1             Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 4.1 to Corus
                Bankshares' Registration Statement on Form S-8 dated May 22, 1998 (File No. 333-53385)(the "Form
                S-8"))

4.2             Amended and Restated Bylaws (incorporated by reference to Exhibit 4.2 to the Form S-8)

4.3             Corus Bankshares 1999 Stock Option Plan

5               Opinion of Mayer, Brown & Platt

23.1            Consent of Mayer, Brown & Platt (included in its opinion filed as Exhibit 5 hereto)

23.2            Consent of Arthur Andersen LLP

23.3            Consent of KPMG LLP

24              Power of Attorney (included on page II-9)
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