<PAGE>
      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2003

                                                   REGISTRATION NO. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                            STERLING BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                              74-2175590
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)



    2550 NORTH LOOP WEST, SUITE 600
          HOUSTON, TEXAS                                       77092
(Address of Principal Executive Offices)                     (Zip Code)

                            STERLING BANCSHARES, INC.
                   2003 STOCK INCENTIVE AND COMPENSATION PLAN
                            (Full title of the plan)

                              J. DOWNEY BRIDGWATER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         2550 NORTH LOOP WEST, SUITE 600
                              HOUSTON, TEXAS 77092
                                 (713) 466-8300

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<Table>
<Caption>
==================================================================================================================
                                                             PROPOSED
                                                             MAXIMUM         PROPOSED MAXIMUM
                                          AMOUNT TO BE    OFFERING PRICE        AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)    PER SHARE(2)      OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------     ---------------  ---------------   ------------------  ------------------
<S>                                      <C>              <C>               <C>                 <C>
Common Stock, par value $1.00 per share     2,150,000        $11.90             $25,585,000          $2,069.83
==================================================================================================================
</Table>

(1)      Pursuant to Rule 416(a), the number of shares of common stock
         registered hereby includes an indeterminate number of additional shares
         that may be issued under the above-referenced plan as a result of
         anti-dilution provisions, recapitalizations, stock splits, stock
         dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
         1933, as amended, based upon the average of the high and low sales
         prices per share of the common stock as reported on The Nasdaq National
         Market on May 13, 2003, which is within 5 days of the filing of this
         registration statement.

================================================================================


<PAGE>

                                     PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended, (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Sterling Bancshares, Inc. (the "Registrant") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"):

                  (a) The Registrant's Annual Report on Form 10-K (File No.
         0-20750) for the fiscal year ended December 31, 2002;

                  (b) The Registrant's Quarterly Report on Form 10-Q (File No.
         0-20750) for the quarterly period ended March 31, 2003.

                  (c) The Registrant's Current Reports on Form 8-K (File No.
         0-20750) filed on January 16, 2003, January 23, 2003, April 15, 2003
         and April 17, 2003; and

                  (d) The description of the Registrant's Common Stock contained
         in the Registrant's registration statement on Form 8-A (File No.
         0-20750), filed with the Commission on October 19, 1992, including any
         amendments and reports filed for the purpose of updating such
         description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
the registration statement and the prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.



                                       2
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated and Amended Articles of Incorporation, as
amended, provide that its directors and officers may be indemnified against any
costs and expenses, including counsel fees, actually and necessarily incurred
(or reasonably expected to be incurred) in connection with the defense of any
civil, criminal, administrative or other claim, action, suit or proceedings
(whether by or in the right of the Registrant or otherwise) in which he or she
may become involved or with which he or she may be threatened, by reason of his
or her being or having been such a director or officer, and against any payments
in settlement of any such claim, action, suit or proceeding or in satisfaction
of any related judgment, fine or penalty, provided that the Board of Directors
of the Registrant shall, in the exercise of its business judgment, determine
that such indemnification is in the best interest of the Registrant.

         The Registrant's Amended and Restated Bylaws provide for
indemnification of directors and officers to the full extent permitted by law if
the director or officer acted in good faith, in a manner he or she reasonably
believed to be in, or not opposed to, the best interest of the Registrant and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Any indemnification shall be made by
the Registrant only as authorized in the specific case upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such determination shall be made in the case of any officer or director: by
the Board of Directors by a majority vote of a quorum consisting of directors
who are not at the time of the vote named defendants or respondents in the
proceeding; if such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors consisting solely of two or more directors
who at the time of the vote are not named defendants or respondents in the
proceeding; by special legal counsel selected by the Board of Directors or a
committee of the Board of Directors; or, by the shareholders in a vote that
excludes the shares held by the directors who are named defendants or
respondents in the proceeding. In the case of an employee or agent of the
Registrant who is not an officer or director of the Registrant, such
determination shall be made pursuant to the foregoing provisions or by the Chief
Executive Officer or any officer authorized by the Chief Executive Officer.

         Under the Texas Business Corporation Act (the "TBCA"), directors,
officers, employees or agents are entitled to indemnification against expenses
(including attorneys' fees) whenever they successfully defend legal proceedings
brought against them by reason of the fact that they hold such a position with
the corporation. In addition, with respect to actions not brought by or in the
right of the corporation, indemnification is permitted under the TBCA for
expenses (including attorneys' fees), judgments, fines, penalties and reasonable
settlement, if it is determined that the person seeking indemnification acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders and, with respect
to criminal proceedings he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees) and reasonable settlements, if it is determined that
the person seeking indemnification acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders; provided, indemnification is not permitted if
the person is found liable to the corporation, unless the court in which the
action or suit was brought has determined that indemnification is fair and
reasonable in view of all the circumstances of the case.

         Under an insurance policy maintained by the Registrant, the directors
and officers of the Registrant are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.


                                       3
<PAGE>

ITEM 8.  EXHIBITS.

<Table>
<Caption>
Exhibit
Number   Description
-------  -----------
<S>      <C>
+4.1     Restated and Amended Articles of Incorporation of Sterling Bancshares,
         Inc. (filed as Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-3 (File Nos. 333-55724, 333-55724-01 and 333-55724-02) and
         incorporated herein by reference).

+4.2     Articles of Amendment to the Restated and Amended Articles of
         Incorporation of Sterling Bancshares, Inc. (filed as Exhibit 3.2 to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 2002 (File No. 0-20750) and incorporated herein by
         reference).

+4.3     Amended and Restated Bylaws of Sterling Bancshares, Inc. (filed as
         Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarterly period ended June 30, 2002 (File No. 0-20750) and
         incorporated herein by reference).

4.4*     Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan.

5.1*     Opinion of Andrews & Kurth L.L.P. as to the legality of the securities.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

24.1*    Power of Attorney (set forth on the signature page of this Registration
         Statement).
</Table>

---------------
+ Incorporated by Reference.

* Filed herewith.

ITEM 9. UNDERTAKINGS.

         (a)      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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective 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, Form S-8 or Form
         F-3, and 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 registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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



                                       4
<PAGE>

         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 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Act 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 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 Act and will
be governed by the final adjudication of such issue.










                                       5
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Houston, State of Texas, on May 15, 2003.

                              STERLING BANCSHARES, INC.


                              By: /s/ J. DOWNEY BRIDGWATER
                                 -------------------------------------
                                 J. Downey Bridgwater
                                 President and Chief Executive Officer


                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Sterling Bancshares, Inc. (the "Registrant") hereby constitutes
and appoints J. Downey Bridgwater and James W. Goolsby, Jr., and each of them
(with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf and in his or her name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
order to effectuate the same, as fully to all intents and purposes as he himself
or she herself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.

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

<Table>
<Caption>
                SIGNATURE                                TITLE                                 DATE
<S>                                          <C>                                             <C>
         /s/ GEORGE MARTINEZ                         Chairman of the                         May 15, 2003
------------------------------------               Board and Director
             George Martinez

       /s/ J. DOWNEY BRIDGWATER              President, Chief Executive Officer and          May 15, 2003
------------------------------------         Director (Principal Executive Officer)
           J. Downey Bridgwater

      /s/ STEPHEN C. RAFFAELE                  Executive Vice President and                  May 15, 2003
------------------------------------           Financial Officer (Principal
          Stephen C. Raffaele                    Accounting Officer)

       /s/  GEORGE BEATTY, JR.                          Director                             May 15, 2003
------------------------------------
            George Beatty, Jr.

           /s/   ANAT BIRD                              Director                             May 15, 2003
------------------------------------
                 Anat Bird

           /s/ JOHN H. BUCK                             Director                             May 15, 2003
------------------------------------
               John H. Buck

         /s/ JAMES D. CALAWAY                           Director                             May 15, 2003
------------------------------------
             James D. Calaway

        /s/ HAROLD L. CAMPBELL                          Director                             May 15, 2003
------------------------------------
            Harold L. Campbell
</Table>



                                       6
<PAGE>

<Table>
<S>                                                     <C>                                  <C>
         /s/ BRUCE J. HARPER                            Director                             May 15, 2003
------------------------------------
             Bruce J. Harper

         /s/ DAVID L. HATCHER                           Director                             May 15, 2003
------------------------------------
             David L. Hatcher

         /s/ GLENN H. JOHNSON                           Director                             May 15, 2003
------------------------------------
             Glenn H. Johnson

         /s/ JAMES J. KEARNEY                           Director                             May 15, 2003
------------------------------------
             James J. Kearney

     /s/ PAUL MICHAEL MANN, M.D.                        Director                             May 15, 2003
------------------------------------
         Paul Michael Mann, M.D.

         /s/ G. EDWARD POWELL                           Director                             May 15, 2003
------------------------------------
             G. Edward Powell

                                                        Director                             May   , 2003
------------------------------------
             Thomas A. Reiser

        /s/ Steven F. Retzloff                          Director                             May 15, 2003
------------------------------------
            Steven F. Retzloff

        /s/ RAIMUNDO RIOJAS E.                          Director                             May 15, 2003
------------------------------------
            Raimundo Riojas E.

     /s/ HOWARD T. TELLEPSEN, JR.                       Director                             May 15, 2003
------------------------------------
         Howard T. Tellepsen, Jr.
</Table>




                                       7
<PAGE>



                                  EXHIBIT INDEX

<Table>
<Caption>
Exhibit
Number   Description
-------  -----------
<S>      <C>
+4.1     Restated and Amended Articles of Incorporation of Sterling Bancshares,
         Inc. (filed as Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-3 (File Nos. 333-55724, 333-55724-01 and 333-55724-02) and
         incorporated herein by reference).

+4.2     Articles of Amendment to the Restated and Amended Articles of
         Incorporation of Sterling Bancshares, Inc. (filed as Exhibit 3.2 to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 2002 (File No. 0-20750) and incorporated herein by
         reference).

+4.3     Amended and Restated Bylaws of Sterling Bancshares, Inc. (filed as
         Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarterly period ended June 30, 2002 (File No. 0-20750) and
         incorporated herein by reference).

4.4*     Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan.

5.1*     Opinion of Andrews & Kurth L.L.P. as to the legality of the securities.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

24.1*    Power of Attorney (set forth on the signature page of this Registration
         Statement).
</Table>

---------------
+ Incorporated by reference.
* Filed herewith
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 16, 2003

                                                   REGISTRATION NO. 333-_____
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

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

                            STERLING BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)

           TEXAS                                              74-2175590
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

    2550 NORTH LOOP WEST, SUITE 600
          HOUSTON, TEXAS                                       77092
(Address of Principal Executive Offices)                     (Zip Code)

                            STERLING BANCSHARES, INC.
                   2003 STOCK INCENTIVE AND COMPENSATION PLAN
                            (Full title of the plan)

                              J. DOWNEY BRIDGWATER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                         2550 NORTH LOOP WEST, SUITE 600
                              HOUSTON, TEXAS 77092
                                 (713) 466-8300

            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                             PROPOSED
                                                             MAXIMUM         PROPOSED MAXIMUM
                                          AMOUNT TO BE    OFFERING PRICE        AGGREGATE           AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED      REGISTERED(1)    PER SHARE(2)      OFFERING PRICE(2)   REGISTRATION FEE
------------------------------------     ---------------  ---------------   ------------------  ------------------
Common Stock, par value $1.00 per share     2,150,000        $11.90             $25,585,000          $2,069.83
==================================================================================================================
(1)      Pursuant to Rule 416(a), the number of shares of common stock
         registered hereby includes an indeterminate number of additional shares
         that may be issued under the above-referenced plan as a result of
         anti-dilution provisions, recapitalizations, stock splits, stock
         dividends or similar transactions.

(2)      Estimated solely for the purpose of calculating the registration fee
         pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of
         1933, as amended, based upon the average of the high and low sales
         prices per share of the common stock as reported on The Nasdaq National
         Market on May 13, 2003, which is within 5 days of the filing of this
         registration statement.

================================================================================
PART I

                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

         The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended, (the "Securities Act"). These documents
and the documents incorporated herein by reference pursuant to Item 3 of Part II
of this registration statement, taken together, constitute a prospectus that
meets the requirements of Section 10(a) of the Securities Act.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Sterling Bancshares, Inc. (the "Registrant") incorporates herein by
reference the following documents, as filed with the Securities and Exchange
Commission (the "Commission"):

                  (a) The Registrant's Annual Report on Form 10-K (File No.
         0-20750) for the fiscal year ended December 31, 2002;

                  (b) The Registrant's Quarterly Report on Form 10-Q (File No.
         0-20750) for the quarterly period ended March 31, 2003.

                  (c) The Registrant's Current Reports on Form 8-K (File No.
         0-20750) filed on January 16, 2003, January 23, 2003, April 15, 2003
         and April 17, 2003; and

                  (d) The description of the Registrant's Common Stock contained
         in the Registrant's registration statement on Form 8-A (File No.
         0-20750), filed with the Commission on October 19, 1992, including any
         amendments and reports filed for the purpose of updating such
         description.

         All documents filed by the Registrant pursuant to Section 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this registration statement and prior to the filing of
a post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all such securities then remaining unsold
shall be deemed to be incorporated by reference in this registration statement
and to be a part hereof from the date of filing such documents. Any statement
contained herein or in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for purposes of
the registration statement and the prospectus to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of the registration
statement or the prospectus.

ITEM 4. DESCRIPTION OF SECURITIES.

         The information required by Item 4 is not applicable to this
registration statement because the class of securities to be offered is
registered under Section 12 of the Exchange Act.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         The information required by Item 5 is not applicable to this
registration statement.

                                       2
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant's Restated and Amended Articles of Incorporation, as
amended, provide that its directors and officers may be indemnified against any
costs and expenses, including counsel fees, actually and necessarily incurred
(or reasonably expected to be incurred) in connection with the defense of any
civil, criminal, administrative or other claim, action, suit or proceedings
(whether by or in the right of the Registrant or otherwise) in which he or she
may become involved or with which he or she may be threatened, by reason of his
or her being or having been such a director or officer, and against any payments
in settlement of any such claim, action, suit or proceeding or in satisfaction
of any related judgment, fine or penalty, provided that the Board of Directors
of the Registrant shall, in the exercise of its business judgment, determine
that such indemnification is in the best interest of the Registrant.

         The Registrant's Amended and Restated Bylaws provide for
indemnification of directors and officers to the full extent permitted by law if
the director or officer acted in good faith, in a manner he or she reasonably
believed to be in, or not opposed to, the best interest of the Registrant and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful. Any indemnification shall be made by
the Registrant only as authorized in the specific case upon a determination that
indemnification is proper because the applicable standard of conduct has been
met. Such determination shall be made in the case of any officer or director: by
the Board of Directors by a majority vote of a quorum consisting of directors
who are not at the time of the vote named defendants or respondents in the
proceeding; if such a quorum cannot be obtained, by a majority vote of a
committee of the Board of Directors consisting solely of two or more directors
who at the time of the vote are not named defendants or respondents in the
proceeding; by special legal counsel selected by the Board of Directors or a
committee of the Board of Directors; or, by the shareholders in a vote that
excludes the shares held by the directors who are named defendants or
respondents in the proceeding. In the case of an employee or agent of the
Registrant who is not an officer or director of the Registrant, such
determination shall be made pursuant to the foregoing provisions or by the Chief
Executive Officer or any officer authorized by the Chief Executive Officer.

         Under the Texas Business Corporation Act (the "TBCA"), directors,
officers, employees or agents are entitled to indemnification against expenses
(including attorneys' fees) whenever they successfully defend legal proceedings
brought against them by reason of the fact that they hold such a position with
the corporation. In addition, with respect to actions not brought by or in the
right of the corporation, indemnification is permitted under the TBCA for
expenses (including attorneys' fees), judgments, fines, penalties and reasonable
settlement, if it is determined that the person seeking indemnification acted in
good faith and in a manner he or she reasonably believed to be in or not opposed
to the best interests of the corporation or its shareholders and, with respect
to criminal proceedings he or she had no reasonable cause to believe that his or
her conduct was unlawful. With respect to actions brought by or in the right of
the corporation, indemnification is permitted under the TBCA for expenses
(including attorneys' fees) and reasonable settlements, if it is determined that
the person seeking indemnification acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation or its shareholders; provided, indemnification is not permitted if
the person is found liable to the corporation, unless the court in which the
action or suit was brought has determined that indemnification is fair and
reasonable in view of all the circumstances of the case.

         Under an insurance policy maintained by the Registrant, the directors
and officers of the Registrant are insured within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors and officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

                                       3
ITEM 8.  EXHIBITS.
Exhibit
Number   Description
-------  -----------
+4.1     Restated and Amended Articles of Incorporation of Sterling Bancshares,
         Inc. (filed as Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-3 (File Nos. 333-55724, 333-55724-01 and 333-55724-02) and
         incorporated herein by reference).

+4.2     Articles of Amendment to the Restated and Amended Articles of
         Incorporation of Sterling Bancshares, Inc. (filed as Exhibit 3.2 to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 2002 (File No. 0-20750) and incorporated herein by
         reference).

+4.3     Amended and Restated Bylaws of Sterling Bancshares, Inc. (filed as
         Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarterly period ended June 30, 2002 (File No. 0-20750) and
         incorporated herein by reference).

4.4*     Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan.

5.1*     Opinion of Andrews & Kurth L.L.P. as to the legality of the securities.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

24.1*    Power of Attorney (set forth on the signature page of this Registration
         Statement).
---------------
+ Incorporated by Reference.

* Filed herewith.

ITEM 9. UNDERTAKINGS.

         (a)      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. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high end of the
                  estimated maximum offering range may be reflected in the form
                  of prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective 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, Form S-8 or Form
         F-3, and 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 registrant pursuant to
         Section 13 or Section 15(d) of the Securities Exchange Act of 1934 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

                                       4
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 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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, 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 Act 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 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 Act and will
be governed by the final adjudication of such issue.

                                       5
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Houston, State of Texas, on May 15, 2003.

                              STERLING BANCSHARES, INC.

                              By: /s/ J. DOWNEY BRIDGWATER
                                 -------------------------------------
                                 J. Downey Bridgwater
                                 President and Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers
and directors of Sterling Bancshares, Inc. (the "Registrant") hereby constitutes
and appoints J. Downey Bridgwater and James W. Goolsby, Jr., and each of them
(with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf and in his or her name, place and stead, in any and all
capacities, to sign, execute and file this registration statement under the
Securities Act of 1933, as amended, and any or all amendments (including,
without limitation, post-effective amendments), with all exhibits and any and
all documents required to be filed with respect thereto, with the Securities and
Exchange Commission or any regulatory authority, granting unto such
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
order to effectuate the same, as fully to all intents and purposes as he himself
or she herself might or could do if personally present, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
substitute or substitutes, may lawfully do or cause to be done.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                TITLE                                 DATE
/s/ GEORGE MARTINEZ                         Chairman of the                         May 15, 2003
------------------------------------               Board and Director
             George Martinez

       /s/ J. DOWNEY BRIDGWATER              President, Chief Executive Officer and          May 15, 2003
------------------------------------         Director (Principal Executive Officer)
           J. Downey Bridgwater

      /s/ STEPHEN C. RAFFAELE                  Executive Vice President and                  May 15, 2003
------------------------------------           Financial Officer (Principal
          Stephen C. Raffaele                    Accounting Officer)

       /s/  GEORGE BEATTY, JR.                          Director                             May 15, 2003
------------------------------------
            George Beatty, Jr.

           /s/   ANAT BIRD                              Director                             May 15, 2003
------------------------------------
                 Anat Bird

           /s/ JOHN H. BUCK                             Director                             May 15, 2003
------------------------------------
               John H. Buck

         /s/ JAMES D. CALAWAY                           Director                             May 15, 2003
------------------------------------
             James D. Calaway

        /s/ HAROLD L. CAMPBELL                          Director                             May 15, 2003
------------------------------------
            Harold L. Campbell
6
/s/ BRUCE J. HARPER                            Director                             May 15, 2003
------------------------------------
             Bruce J. Harper

         /s/ DAVID L. HATCHER                           Director                             May 15, 2003
------------------------------------
             David L. Hatcher

         /s/ GLENN H. JOHNSON                           Director                             May 15, 2003
------------------------------------
             Glenn H. Johnson

         /s/ JAMES J. KEARNEY                           Director                             May 15, 2003
------------------------------------
             James J. Kearney

     /s/ PAUL MICHAEL MANN, M.D.                        Director                             May 15, 2003
------------------------------------
         Paul Michael Mann, M.D.

         /s/ G. EDWARD POWELL                           Director                             May 15, 2003
------------------------------------
             G. Edward Powell

                                                        Director                             May   , 2003
------------------------------------
             Thomas A. Reiser

        /s/ Steven F. Retzloff                          Director                             May 15, 2003
------------------------------------
            Steven F. Retzloff

        /s/ RAIMUNDO RIOJAS E.                          Director                             May 15, 2003
------------------------------------
            Raimundo Riojas E.

     /s/ HOWARD T. TELLEPSEN, JR.                       Director                             May 15, 2003
------------------------------------
         Howard T. Tellepsen, Jr.
7
EXHIBIT INDEX
Exhibit
Number   Description
-------  -----------
+4.1     Restated and Amended Articles of Incorporation of Sterling Bancshares,
         Inc. (filed as Exhibit 3.1 to the Registrant's Registration Statement
         on Form S-3 (File Nos. 333-55724, 333-55724-01 and 333-55724-02) and
         incorporated herein by reference).

+4.2     Articles of Amendment to the Restated and Amended Articles of
         Incorporation of Sterling Bancshares, Inc. (filed as Exhibit 3.2 to the
         Registrant's Quarterly Report on Form 10-Q for the quarterly period
         ended June 30, 2002 (File No. 0-20750) and incorporated herein by
         reference).

+4.3     Amended and Restated Bylaws of Sterling Bancshares, Inc. (filed as
         Exhibit 3.3 to the Registrant's Quarterly Report on Form 10-Q for the
         quarterly period ended June 30, 2002 (File No. 0-20750) and
         incorporated herein by reference).

4.4*     Sterling Bancshares, Inc. 2003 Stock Incentive and Compensation Plan.

5.1*     Opinion of Andrews & Kurth L.L.P. as to the legality of the securities.

23.1*    Consent of Deloitte & Touche LLP.

23.2*    Consent of Andrews & Kurth L.L.P. (included in Exhibit 5.1).

24.1*    Power of Attorney (set forth on the signature page of this Registration
         Statement).
---------------
+ Incorporated by reference.
* Filed herewith