<PAGE>   1



    As filed with the Securities and Exchange Commission on October 17, 1997
                                                  Registration No. 333-
                                                                       --------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                                             
           DELAWARE                                                52-1489098 
  (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                        1275 PENNSYLVANIA AVENUE, N. W.
                            WASHINGTON, D. C. 20004
                                 (202) 496-4000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                CENTURY BANCSHARES, INC. 1994 STOCK OPTION PLAN
     CENTURY BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
     CENTURY BANCSHARES, INC. NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
                           (Full title of the plans)

                              JOSEPH S. BRACEWELL
                                   PRESIDENT
                            CENTURY BANCSHARES, INC.
                        1275 PENNSYLVANIA AVENUE, N. W.
                            WASHINGTON, D. C. 20004
                                 (713) 658-4000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   A COPY TO:

                                JOHN R. BRANTLEY
                         BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER PENNZOIL PLACE
                           711 LOUISIANA, SUITE 2900
                           HOUSTON, TEXAS 77002-2781

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

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
   TITLE OF                             PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
 SECURITIES TO         AMOUNT TO BE       OFFERING PRICE       AGGREGATE OFFERING        REGISTRATION
 BE REGISTERED        REGISTERED(1)        PER SHARE(2)             PRICE(2)                FEE(2)
-----------------------------------------------------------------------------------------------------
<S>                      <C>                   <C>                  <C>                      <C>
Common Stock,           200,233
$1.00 par value           shares               $4.97                $995,889                 $302
=====================================================================================================
</TABLE>

(1)  Represents the number of shares of Common Stock currently reserved for 
     issuance under the Registrant's plans referred to above (the "Plans").  
     This Registration Statement shall also include an indeterminable number of
     additional shares of Common Stock issuable pursuant to the antidilution
     provisions of the Plans.

(2)  Calculated pursuant to Rule 457(h) based on (i)  the average of the high
     and low sales prices of the Common Stock of $8.875 on October 14,1997 for
     the 17,501 shares not presently under option and (ii) the average price of
     $4.60 per share at which the 182,732 shares presently under option are
     exercisable.

================================================================================
<PAGE>   2
                                  P A R T   I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part I of
     Form S-8 and Rule 428 promulgated under the Securities Act.

                                 P A R T   I I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following materials previously filed by Century Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference: the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, the Company's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31 and June 30, 1997,
and the description of the Common Stock of the Company contained in the
registration statement on Form 8-A filed on September 18, 1997.  All documents
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the Common Stock
registered hereunder has been sold or which deregisters all Common Stock then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.





                                      II-1
<PAGE>   3
ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Company by Bracewell &
Patterson, L. L. P., Houston, Texas.  Mr. John R. Cope, a director and officer
of the Company, is a partner in such firm.  Mr. Cope and other partners of such
firm own in the aggregate approximately four percent of the Registrant's shares
of Common Stock outstanding.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may 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, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may 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 in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or





                                      II-2
<PAGE>   4
proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b).  Such determination shall be made (1) 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 (2) by a committee of such
directors designated by majority note of such directors, even though less than a
quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Certificate of Incorporation, as amended, provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty except in the





                                      II-3
<PAGE>   5
instance of (i) the breach of the duty of loyalty, (ii) intentional acts or
knowing misconduct, (iii) violations of Section 174 of the DGCL or (iv) for
receiving an improper benefit.

By-laws

     Article VII of the By-laws authorizes the Company to indemnify any
director, officer or employee entitled to indemnity under law, to the fullest
extent permitted by law.

Indemnity Agreements

     The Company is party to indemnity agreements with all of its officers and
directors.  The agreement provides, among other things, that the Company shall
indemnify an officer or director when he is a party or threatened to be a party
to an action, suit or proceeding by reason of the fact that he is or was a
director or officer of the Company.  The Company shall indemnify such director
or officer against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action or
proceeding.  In any event, no indemnification shall be made if the officer or
director is adjudged liable to the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed as part of this Registration Statement.


<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER      DESCRIPTION  OF EXHIBIT
     ------      -----------------------
      <S>        <C>
      3.1        Certificate of Incorporation, as amended, of the Company  (incorporated herein by reference to  exhibit
                 no. 3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      3.2        Bylaws of the Company (incorporated herein by reference to  exhibit no. 3.2 filed as part of the
                 Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      4.1        Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by reference to  exhibit no. 10.1
                 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      4.2*       Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock
                 Option Plan.

      4.3*       Form of stock option agreement for use with directors under the Century Bancshares, Inc. 1994 Stock
                 Option Plan.
</TABLE>





                                      II-4
<PAGE>   6
<TABLE>
     <S>         <C>
     4.4         Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees  (incorporated herein by
                 reference to  exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1
                 (Registration No. 333-14417).

     4.5*        Form of incentive stock option agreement for use under Century Bancshares, Inc. Incentive Stock Option
                 Plan for Key Employees.

     4.6         Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by
                 reference to  exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1
                 (Registration No. 333-14417).

     4.7*        Form of  stock option agreement for use under Century Bancshares, Inc. Non-Qualified Stock Option Plan
                 for Directors

      5*         Opinion of Bracewell & Patterson, L. L. P.

     23.1*       Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

     23.2*       Consent of KPMG Peat Marwick LLP
</TABLE>

-----------------                                     
     *Filed herewith

ITEM 9.  UNDERTAKINGS

     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;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of this 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; and

          (iii)  To include any material information with respect to the plan
     of distribution not previously disclosed in this Registration Statement or
     any material change to such information in this Registration Statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply
if 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 this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the





                                      II-5
<PAGE>   7
securities offered herein, 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.

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

     (5)  To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
promulgated under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

     Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 and will be governed
by the final adjudication of such issue.





                                      II-6
<PAGE>   8
                                   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 Washington, District of Columbia, on October 17,
1997.

                                           CENTURY BANCSHARES, INC.


                                           By:  /s/ JOSEPH S. BRACEWELL    
                                               -------------------------------
                                                Joseph S. Bracewell
                                                Chairman of the Board, President
                                                and Chief Executive Officer



                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
each of Joseph S. Bracewell and Bernard J. Cravath, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices and other
documents necessary or advisable to comply with the applicable state securities
authorities, granting unto said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, full power and authority to perform and
do each and every act and thing necessary and advisable as fully to all intents
and purposes as he might or could perform and do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
indicated capacities on October 17, 1997.


<TABLE>
<S>                                                <C>
/s/ JOSEPH S. BRACEWELL                            Chairman of the Board, President and Chief
-----------------------------------------------    Executive Officer (Principal Financial and
Joseph S. Bracewell                                Accounting Officer)


/s/ GEORGE CONTIS                                  Director
-----------------------------------------------                
George Contis
</TABLE>





                                      II-7
<PAGE>   9
<TABLE>
<S>                                                <C>
/s/ BERNARD J. CRAVATH                             Director
-----------------------------------------------
Bernard J. Cravath


/s/ NEAL R. GROSS                                  Director
-----------------------------------------------                
Neal R. Gross


/s/ JOSEPH H. KOONZ, JR.                           Director
-----------------------------------------------                
Joseph H. Koonz, Jr.


/s/ WILLIAM McKEE                                  Director
-----------------------------------------------                
William McKee


/s/ WILLIAM C. OLDAKER                             Director
-----------------------------------------------                
William C. Oldaker


/s/ JOHN R. COPE                                   Director
-----------------------------------------------                
John R. Cope
</TABLE>





                                      II-8
<PAGE>   10
                                 EXHIBIT INDEX


     The following exhibits are filed as part of this Registration Statement.


<TABLE>
<CAPTION>
     EXHIBIT
     NUMBER   DESCRIPTION OF EXHIBIT
     ------   ----------------------
     <S>      <C>
       3.1    Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to  exhibit no.
              3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      3.2     Bylaws of the Company (incorporated herein by reference to  exhibit no. 3.2 filed as part of the Company's
              Registration Statement on Form S-1 (Registration No. 333-14417).

      4.1     Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by
              reference to exhibit no. 10.1 filed as part of the Company's Registration
              Statement on Form S-1 (Registration No. 333-14417).

     4.2*     Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock Option
              Plan.

     4.3*     Form of stock option agreement for use with directors under the Century
              Bancshares, Inc. 1994 Stock Option Plan.

     4.4      Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees  (incorporated herein by reference
              to  exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
              333-14417).

     4.5*     Form of incentive stock option agreement for use under Century Bancshares, Inc.
              Incentive Stock Option Plan for Key Employees.

     4.6      Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by reference
              to  exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
              333-14417).

     4.7*     Form of  stock option agreement for use under Century Bancshares, Inc. Non-
              Qualified Stock Option Plan for Directors

      5*      Opinion of Bracewell & Patterson, L. L. P.

     23.1*    Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
              
     23.2*    Consent of KPMG Peat Marwick LLP
</TABLE>

------------------
     *Filed herewith
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1

    As filed with the Securities and Exchange Commission on October 17, 1997
                                                  Registration No. 333-
                                                                       --------
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

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

                                             
           DELAWARE                                                52-1489098 
  (State or other jurisdiction                                 (I.R.S. Employer
of incorporation or organization)                            Identification No.)

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

                        1275 PENNSYLVANIA AVENUE, N. W.
                            WASHINGTON, D. C. 20004
                                 (202) 496-4000
         (Address, including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                CENTURY BANCSHARES, INC. 1994 STOCK OPTION PLAN
     CENTURY BANCSHARES, INC. INCENTIVE STOCK OPTION PLAN FOR KEY EMPLOYEES
     CENTURY BANCSHARES, INC. NON-QUALIFIED STOCK OPTION PLAN FOR DIRECTORS
                           (Full title of the plans)

                              JOSEPH S. BRACEWELL
                                   PRESIDENT
                            CENTURY BANCSHARES, INC.
                        1275 PENNSYLVANIA AVENUE, N. W.
                            WASHINGTON, D. C. 20004
                                 (713) 658-4000
           (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                   A COPY TO:

                                JOHN R. BRANTLEY
                         BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER PENNZOIL PLACE
                           711 LOUISIANA, SUITE 2900
                           HOUSTON, TEXAS 77002-2781

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

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================
   TITLE OF                             PROPOSED MAXIMUM       PROPOSED MAXIMUM          AMOUNT OF
 SECURITIES TO         AMOUNT TO BE       OFFERING PRICE       AGGREGATE OFFERING        REGISTRATION
 BE REGISTERED        REGISTERED(1)        PER SHARE(2)             PRICE(2)                FEE(2)
-----------------------------------------------------------------------------------------------------
Common Stock,           200,233
$1.00 par value           shares               $4.97                $995,889                 $302
=====================================================================================================
(1)  Represents the number of shares of Common Stock currently reserved for 
     issuance under the Registrant's plans referred to above (the "Plans").  
     This Registration Statement shall also include an indeterminable number of
     additional shares of Common Stock issuable pursuant to the antidilution
     provisions of the Plans.

(2)  Calculated pursuant to Rule 457(h) based on (i)  the average of the high
     and low sales prices of the Common Stock of $8.875 on October 14,1997 for
     the 17,501 shares not presently under option and (ii) the average price of
     $4.60 per share at which the 182,732 shares presently under option are
     exercisable.

================================================================================
2
                                  P A R T   I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

*    The information required by Items 1 and 2 of Part I of Form S-8 is omitted
     from this Registration Statement in accordance with the Note to Part I of
     Form S-8 and Rule 428 promulgated under the Securities Act.

                                 P A R T   I I

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following materials previously filed by Century Bancshares, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated herein by reference: the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1996, the Company's Quarterly
Reports on Form 10-Q for the fiscal quarters ended March 31 and June 30, 1997,
and the description of the Common Stock of the Company contained in the
registration statement on Form 8-A filed on September 18, 1997.  All documents
filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all the Common Stock
registered hereunder has been sold or which deregisters all Common Stock then
remaining unsold shall be deemed to be incorporated herein by reference and to
be a part hereof from the date of filing of such documents.

     Any statement contained in a document incorporated or deemed to be
incorporated herein by reference shall be deemed to be modified or superseded
for purposes of this registration to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference 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 this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable.

                                      II-1
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ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

     The validity of the shares of Common Stock offered pursuant to this
Registration Statement will be passed upon for the Company by Bracewell &
Patterson, L. L. P., Houston, Texas.  Mr. John R. Cope, a director and officer
of the Company, is a partner in such firm.  Mr. Cope and other partners of such
firm own in the aggregate approximately four percent of the Registrant's shares
of Common Stock outstanding.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Delaware General Corporation Law

     Section 145(a) of the General Corporation Law of the State of Delaware
(the "DGCL") provides that a corporation may 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, criminal, administrative
or investigative (other than an action by or in the right of the corporation)
by reason of the fact that he is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

     Section 145(b) of the DGCL states that a corporation may 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 in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper.

     Section 145(c) of the DGCL provides that to the extent that a present or
former director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or

                                      II-2
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proceeding referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.

     Section 145(d) of the DGCL states that any indemnification under
subsections (a) and (b) (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the present or former director or officer is proper in the
circumstances because he has met the applicable standard of conduct set forth in
subsections (a) and (b).  Such determination shall be made (1) 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 (2) by a committee of such
directors designated by majority note of such directors, even though less than a
quorum, or (3) if such a quorum is not obtainable, or, even if obtainable a
quorum of disinterested directors so directs, by independent legal counsel in a
written opinion, or (4) by the stockholders.

     Section 145(e) of the DGCL provides that expenses (including attorneys'
fees) incurred by an officer or director in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action, suit or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including attorneys' fees) incurred by former directors and officers
or other employees and agents may be so paid upon such terms and conditions, if
any, as the board of directors deems appropriate.

     Section 145(f) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to, the other subsections of
Section 145 shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise,
both as to action in his official capacity and as to action in another capacity
while holding such office.

     Section 145(g) of the DGCL provides that a corporation shall have the
power to purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under the
provisions of Section 145.

     Section 145(j) of the DGCL states that the indemnification and advancement
of expenses provided by, or granted pursuant to Section 145 shall, unless
otherwise provided when authorized or ratified, continue as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and administrators of such a person.

Certificate of Incorporation

     The Certificate of Incorporation, as amended, provides that no director
shall be liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty except in the

                                      II-3
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instance of (i) the breach of the duty of loyalty, (ii) intentional acts or
knowing misconduct, (iii) violations of Section 174 of the DGCL or (iv) for
receiving an improper benefit.

By-laws

     Article VII of the By-laws authorizes the Company to indemnify any
director, officer or employee entitled to indemnity under law, to the fullest
extent permitted by law.

Indemnity Agreements

     The Company is party to indemnity agreements with all of its officers and
directors.  The agreement provides, among other things, that the Company shall
indemnify an officer or director when he is a party or threatened to be a party
to an action, suit or proceeding by reason of the fact that he is or was a
director or officer of the Company.  The Company shall indemnify such director
or officer against expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action or
proceeding.  In any event, no indemnification shall be made if the officer or
director is adjudged liable to the Company.

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.   EXHIBITS.

     The following exhibits are filed as part of this Registration Statement.
EXHIBIT
     NUMBER      DESCRIPTION  OF EXHIBIT
     ------      -----------------------
3.1        Certificate of Incorporation, as amended, of the Company  (incorporated herein by reference to  exhibit
                 no. 3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      3.2        Bylaws of the Company (incorporated herein by reference to  exhibit no. 3.2 filed as part of the
                 Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      4.1        Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by reference to  exhibit no. 10.1
                 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      4.2*       Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock
                 Option Plan.

      4.3*       Form of stock option agreement for use with directors under the Century Bancshares, Inc. 1994 Stock
                 Option Plan.
II-4
6
4.4         Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees  (incorporated herein by
                 reference to  exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1
                 (Registration No. 333-14417).

     4.5*        Form of incentive stock option agreement for use under Century Bancshares, Inc. Incentive Stock Option
                 Plan for Key Employees.

     4.6         Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by
                 reference to  exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1
                 (Registration No. 333-14417).

     4.7*        Form of  stock option agreement for use under Century Bancshares, Inc. Non-Qualified Stock Option Plan
                 for Directors

      5*         Opinion of Bracewell & Patterson, L. L. P.

     23.1*       Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)

     23.2*       Consent of KPMG Peat Marwick LLP
-----------------                                     
     *Filed herewith

ITEM 9.  UNDERTAKINGS

     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;

          (ii)  To reflect in the prospectus any facts or events arising after
     the effective date of this 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; and

          (iii)  To include any material information with respect to the plan
     of distribution not previously disclosed in this Registration Statement or
     any material change to such information in this Registration Statement;

          provided, however, that paragraphs (1)(i) and (1)(ii) shall not apply
if 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 this Registration Statement;

     (2)  That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the

                                      II-5
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securities offered herein, 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.

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

     (5)  To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual report to
security holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3
promulgated under the Exchange Act; and, where interim financial information
required to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.

     Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable.  In the event that a claim for indemnification against such
liabilities (other than the payment by the 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 and will be governed
by the final adjudication of such issue.

                                      II-6
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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 Washington, District of Columbia, on October 17,
1997.

                                           CENTURY BANCSHARES, INC.

                                           By:  /s/ JOSEPH S. BRACEWELL    
                                               -------------------------------
                                                Joseph S. Bracewell
                                                Chairman of the Board, President
                                                and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
each of Joseph S. Bracewell and Bernard J. Cravath, with full power to act
without the other, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities (until revoked in writing) to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices and other
documents necessary or advisable to comply with the applicable state securities
authorities, granting unto said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, full power and authority to perform and
do each and every act and thing necessary and advisable as fully to all intents
and purposes as he might or could perform and do in person, thereby ratifying
and confirming all that said attorneys-in-fact and agents or any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
indicated capacities on October 17, 1997.
/s/ JOSEPH S. BRACEWELL                            Chairman of the Board, President and Chief
-----------------------------------------------    Executive Officer (Principal Financial and
Joseph S. Bracewell                                Accounting Officer)

/s/ GEORGE CONTIS                                  Director
-----------------------------------------------                
George Contis
II-7
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/s/ BERNARD J. CRAVATH                             Director
-----------------------------------------------
Bernard J. Cravath

/s/ NEAL R. GROSS                                  Director
-----------------------------------------------                
Neal R. Gross

/s/ JOSEPH H. KOONZ, JR.                           Director
-----------------------------------------------                
Joseph H. Koonz, Jr.

/s/ WILLIAM McKEE                                  Director
-----------------------------------------------                
William McKee

/s/ WILLIAM C. OLDAKER                             Director
-----------------------------------------------                
William C. Oldaker

/s/ JOHN R. COPE                                   Director
-----------------------------------------------                
John R. Cope
II-8
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                                 EXHIBIT INDEX

     The following exhibits are filed as part of this Registration Statement.
EXHIBIT
     NUMBER   DESCRIPTION OF EXHIBIT
     ------   ----------------------
3.1    Certificate of Incorporation, as amended, of the Company (incorporated herein by reference to  exhibit no.
              3.1 filed as part of the Company's Registration Statement on Form S-1 (Registration No. 333-14417).

      3.2     Bylaws of the Company (incorporated herein by reference to  exhibit no. 3.2 filed as part of the Company's
              Registration Statement on Form S-1 (Registration No. 333-14417).

      4.1     Century Bancshares, Inc. 1994 Stock Option Plan (incorporated herein by
              reference to exhibit no. 10.1 filed as part of the Company's Registration
              Statement on Form S-1 (Registration No. 333-14417).

     4.2*     Form of stock option agreement for use with employees under the Century Bancshares, Inc. 1994 Stock Option
              Plan.

     4.3*     Form of stock option agreement for use with directors under the Century
              Bancshares, Inc. 1994 Stock Option Plan.

     4.4      Century Bancshares, Inc. Incentive Stock Option Plan for Key Employees  (incorporated herein by reference
              to  exhibit no. 10.2 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
              333-14417).

     4.5*     Form of incentive stock option agreement for use under Century Bancshares, Inc.
              Incentive Stock Option Plan for Key Employees.

     4.6      Century Bancshares, Inc. Non-Qualified Stock Option Plan for Directors (incorporated herein by reference
              to  exhibit no. 10.4 filed as part of the Company's Registration Statement on Form S-1 (Registration No.
              333-14417).

     4.7*     Form of  stock option agreement for use under Century Bancshares, Inc. Non-
              Qualified Stock Option Plan for Directors

      5*      Opinion of Bracewell & Patterson, L. L. P.

     23.1*    Consent of Bracewell & Patterson, L.L.P. (contained in Exhibit 5)
              
     23.2*    Consent of KPMG Peat Marwick LLP
------------------
     *Filed herewith