<PAGE>   1

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2001

                                                    REGISTRATION NO. 333-_______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                                     <C>
                 TEXAS                                      76-0519693
       (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                  Identification No.)
</TABLE>

                              4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
                                 (713) 235-8800
                    (Address of principal executive offices)

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                              RESTRICTED STOCK PLAN

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full title of the plans)

                                R. JOHN MCWHORTER
                              SENIOR VICE PRESIDENT
                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                              4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)
                                 (713) 235-8800
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                MICHAEL P. FINCH
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                               1001 FANNIN STREET
                            HOUSTON, TEXAS 77002-6760

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
                                                           PROPOSED            PROPOSED
                                                           MAXIMUM             MAXIMUM
            TITLE OF                     AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
        SECURITIES TO BE                 TO BE         PRICE PER SHARE      OFFERING PRICE         REGISTRATION
           REGISTERED                REGISTERED(1)          (2)(3)              (2)(3)                 FEE
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>                  <C>                    <C>
Common Stock, $1.00 par value           325,000             $32.97           $10,715,250            $2,679.00
===============================================================================================================
</TABLE>

(1)      Includes an indeterminate number of additional shares which may become
         issuable pursuant to the anti-dilution provisions of the Plan.
(2)      Estimated, solely for purposes of calculating the registration fee, in
         accordance with Rule 457(h).
(3)      The 325,000 shares under the Southwest Bancorporation of Texas, Inc.
         Restricted Stock Plan and the Southwest Bancorporation of Texas, Inc.
         Non-Employee Director Stock Plan are valued on the basis of the price
         of securities of the same class, as determined in accordance with Rule
         457(c), using the average of the high and low prices reported on the
         NASDAQ National Market for the Common Stock on May 1, 2001 ($32.97 per
         share).

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

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Southwest Bancorporation of Texas,
Inc., a Texas corporation (the "Company"), are incorporated herein by reference
and made a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 2000; and

         (b) The description of the Common Stock contained in the Company's
             Prospectus dated January 27, 1997 (the Prospectus"), included in
             the Company's Registration Statement on Form S-1 (Registration
             Statement No. 333-16509).

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation of the Company provide that, subject to
certain limitations, its officers and directors (and certain other individuals
acting on behalf of the Company) will be indemnified by the Company against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by such persons, to the fullest extent permitted under the Texas
Business Corporation Act (the "TBCA"). Generally, Article 2.02-1 of the TBCA
permits a corporation to indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person was or
is a director or officer if it is determined that such person (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interest, or (b) in other cases, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

         The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or the
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office,

                                      II-1
<PAGE>   3

(iv) an action or omission for which the liability of the director is expressly
provided by statute, or (v) an act related to an unlawful stock repurchase or
dividend.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          *4.1  Articles of Incorporation of the Company, restated as of May 1,
                2001.
           4.2  Bylaws of the Company, restated as of December 31, 1996
                (incorporated by reference to Exhibit 3.2 to 4.2 the Company's
                Form S-1 Registration Statement No. 333-16509).
          *4.3  Non-Employee Director Stock Plan.
          *4.4  Form of Stock Conversion Election Form under Non-Employee
                Director Stock Plan.
           4.5  Restricted Stock Plan (incorporated by reference to Appendix B
                to the Company's Proxy Statement dated 4.5 March 16, 2001 for
                its 2001 Annual Meeting of Shareholders).
          *4.6  Form of Restricted Stock Agreement under the Restricted Stock
                Plan.
          *5.1  Opinion of Vinson & Elkins L.L.P.
         *23.1  Consent of PricewaterhouseCoopers LLP.
         *23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
         *24.1  Powers of Attorney (included on signature page).

----------------------
       *    Filed with this Registration Statement.

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 of 1933, as amended (the "1933 Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the

                                      II-2
<PAGE>   4

Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
<PAGE>   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 filings 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 the 2nd day of May,
2001.

                                         SOUTHWEST BANCORPORATION OF TEXAS, INC.

                                     By: /s/ PAUL B. MURPHY, JR.
                                        ----------------------------------------
                                         Paul B. Murphy, Jr.
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul B. Murphy, Jr., David C. Farries and
R. John McWhorter, or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for his and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file with same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

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

<TABLE>
<S>                                   <C>                                                       <C>
        SIGNATURE                                        TITLE                                     DATE

                                      Chairman of the Board and Director                        May 2, 2001
-----------------------------
Walter E. Johnson

/s/ PAUL B. MURPHY, JR.               President and Chief Executive Officer                     May 2, 2001
-----------------------------         (Principal Executive Officer)
Paul B. Murphy, Jr.

/s/ DAVID C. FARRIES                  Executive Vice President, Treasurer and Secretary         May 2, 2001
-----------------------------         (Principal Financial Officer)
David C. Farries

/s/ R. JOHN MCWHORTER                 Senior Vice President and Controller                      May 2, 2001
-----------------------------         (Principal Accounting Officer)
R. John McWhorter

                                      Director                                                  May 2, 2001
-----------------------------
John W. Johnson

/s/ JOHN B. BROCK III                 Director                                                  May 2, 2001
-----------------------------
John B. Brock III

/s/ ERNEST H. COCKRELL                Director                                                  May 2, 2001
-----------------------------
Ernest H. Cockrell

/s/ JOHN E. ECHOLS                    Director                                                  May 2, 2001
-----------------------------
John H. Echols

                                      Director                                                  May 2, 2001
-----------------------------
J. David Heaney

/s/ FRED R. LUMMIS                    Director                                                  May 2, 2001
-----------------------------
Fred R. Lummis
</TABLE>

                                      II-4
<PAGE>   6

<TABLE>
<S>                                   <C>                                                       <C>
/s/ ANDRES PALANDJOGLOU               Director                                                  May 2, 2001
-----------------------------
Andres Palandjoglou

                                      Director                                                  May 2, 2001
-----------------------------
Adolph A. Pfeffer, Jr.

/s/ WILHELMINA E. ROBERTSON           Director                                                  May 2, 2001
-----------------------------
Wilhelmina E. Robertson

/s/ STANLEY D. STEARNS, JR.           Director                                                  May 2, 2001
-----------------------------
Stanley D. Stearns, Jr.

                                      Director                                                  May 2, 2001
-----------------------------
Duncan W. Stewart

/s/ LANE WARD                         Director                                                  May 2, 2001
-----------------------------
Lane Ward
</TABLE>

                                      II-5
<PAGE>   7

                                 EXHIBIT INDEX


       EXHIBIT
       NUMBER           DESCRIPTION
       -------          -----------

          *4.1  Articles of Incorporation of the Company, restated as of May 1,
                2001.
           4.2  Bylaws of the Company, restated as of December 31, 1996
                (incorporated by reference to Exhibit 3.2 to 4.2 the Company's
                Form S-1 Registration Statement No. 333-16509).
          *4.3  Non-Employee Director Stock Plan.
          *4.4  Form of Stock Conversion Election Form under Non-Employee
                Director Stock Plan.
           4.5  Restricted Stock Plan (incorporated by reference to Appendix B
                to the Company's Proxy Statement dated 4.5 March 16, 2001 for
                its 2001 Annual Meeting of Shareholders).
          *4.6  Form of Restricted Stock Agreement under the Restricted Stock
                Plan.
          *5.1  Opinion of Vinson & Elkins L.L.P.
         *23.1  Consent of PricewaterhouseCoopers LLP.
         *23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
         *24.1  Powers of Attorney (included on signature page).

----------------------
       *    Filed with this Registration Statement.
[{"type": "S-8", "sequence": "1", "filename": "h86766s-8.txt", "description": "SOUTHWEST BANCORPORATION OF TEXAS, INC.", "secsgml_size_bytes": 19781}]
{"company-data": {"conformed-name": "SOUTHWEST BANCORP OF TEXAS INC", "cik": "0001027258", "assigned-sic": "6021", "irs-number": "760519693", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60190", "film-number": "1621887"}, "business-address": {"street1": "4400 POST OAK PARKWAY", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7132358800"}, "mail-address": {"street1": "4400 POST OAK PARKWAY", "city": "HOUSTON", "state": "TX", "zip": "77027"}}
1

       AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 4, 2001

                                                    REGISTRATION NO. 333-_______
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

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

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TEXAS                                      76-0519693
       (State or other jurisdiction                      (I.R.S. Employer
     of incorporation or organization)                  Identification No.)
4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
                                 (713) 235-8800
                    (Address of principal executive offices)

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                              RESTRICTED STOCK PLAN

                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                        NON-EMPLOYEE DIRECTOR STOCK PLAN
                            (Full title of the plans)

                                R. JOHN MCWHORTER
                              SENIOR VICE PRESIDENT
                     SOUTHWEST BANCORPORATION OF TEXAS, INC.
                              4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
                     (Name and address of agent for service)
                                 (713) 235-8800
          (Telephone number, including area code, of agent for service)

                                   COPIES TO:

                                MICHAEL P. FINCH
                             VINSON & ELKINS L.L.P.
                              2300 FIRST CITY TOWER
                               1001 FANNIN STREET
                            HOUSTON, TEXAS 77002-6760

                         CALCULATION OF REGISTRATION FEE
===============================================================================================================
                                                           PROPOSED            PROPOSED
                                                           MAXIMUM             MAXIMUM
            TITLE OF                     AMOUNT            OFFERING           AGGREGATE             AMOUNT OF
        SECURITIES TO BE                 TO BE         PRICE PER SHARE      OFFERING PRICE         REGISTRATION
           REGISTERED                REGISTERED(1)          (2)(3)              (2)(3)                 FEE
---------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par value           325,000             $32.97           $10,715,250            $2,679.00
===============================================================================================================
(1)      Includes an indeterminate number of additional shares which may become
         issuable pursuant to the anti-dilution provisions of the Plan.
(2)      Estimated, solely for purposes of calculating the registration fee, in
         accordance with Rule 457(h).
(3)      The 325,000 shares under the Southwest Bancorporation of Texas, Inc.
         Restricted Stock Plan and the Southwest Bancorporation of Texas, Inc.
         Non-Employee Director Stock Plan are valued on the basis of the price
         of securities of the same class, as determined in accordance with Rule
         457(c), using the average of the high and low prices reported on the
         NASDAQ National Market for the Common Stock on May 1, 2001 ($32.97 per
         share).

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

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents which have been filed with the Securities and
Exchange Commission (the "Commission") by Southwest Bancorporation of Texas,
Inc., a Texas corporation (the "Company"), are incorporated herein by reference
and made a part hereof:

         (a) The Company's Annual Report on Form 10-K for the year ended
             December 31, 2000; and

         (b) The description of the Common Stock contained in the Company's
             Prospectus dated January 27, 1997 (the Prospectus"), included in
             the Company's Registration Statement on Form S-1 (Registration
             Statement No. 333-16509).

         All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the effective date of this Registration Statement, prior to
the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered hereby have been sold or deregistering
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in any document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any other 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 to
constitute a part of this Registration Statement, except as so modified or
superseded.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Articles of Incorporation of the Company provide that, subject to
certain limitations, its officers and directors (and certain other individuals
acting on behalf of the Company) will be indemnified by the Company against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by such persons, to the fullest extent permitted under the Texas
Business Corporation Act (the "TBCA"). Generally, Article 2.02-1 of the TBCA
permits a corporation to indemnify a person who was, is, or is threatened to be
made a named defendant or respondent in a proceeding because the person was or
is a director or officer if it is determined that such person (i) conducted
himself in good faith, (ii) reasonably believed (a) in the case of conduct in
his official capacity as a director or officer of the corporation, that his
conduct was in the corporation's best interest, or (b) in other cases, that his
conduct was at least not opposed to the corporation's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful. In addition, the TBCA requires a corporation to
indemnify a director or officer for any action that such director or officer is
wholly successful in defending on the merits.

         The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law. Texas law does not permit exculpation of liability in the case
of (i) a breach of the director's duty of loyalty to the corporation or the
shareholders, (ii) an act or omission not in good faith that involves
intentional misconduct or a knowing violation of the law, (iii) a transaction
from which a director received an improper benefit, whether or not the benefit
resulted from an action taken within the scope of the director's office,

                                      II-1
3

(iv) an action or omission for which the liability of the director is expressly
provided by statute, or (v) an act related to an unlawful stock repurchase or
dividend.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

          *4.1  Articles of Incorporation of the Company, restated as of May 1,
                2001.
           4.2  Bylaws of the Company, restated as of December 31, 1996
                (incorporated by reference to Exhibit 3.2 to 4.2 the Company's
                Form S-1 Registration Statement No. 333-16509).
          *4.3  Non-Employee Director Stock Plan.
          *4.4  Form of Stock Conversion Election Form under Non-Employee
                Director Stock Plan.
           4.5  Restricted Stock Plan (incorporated by reference to Appendix B
                to the Company's Proxy Statement dated 4.5 March 16, 2001 for
                its 2001 Annual Meeting of Shareholders).
          *4.6  Form of Restricted Stock Agreement under the Restricted Stock
                Plan.
          *5.1  Opinion of Vinson & Elkins L.L.P.
         *23.1  Consent of PricewaterhouseCoopers LLP.
         *23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
         *24.1  Powers of Attorney (included on signature page).

----------------------
       *    Filed with this Registration Statement.

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 of 1933, as amended (the "1933 Act");

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

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

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.

         (2) That, for the purpose of determining any liability under the 1933
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

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

         The undersigned Registrant hereby undertakes that, for the purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the

                                      II-2
4

Exchange Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 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 1933 Act and will be governed by the final
adjudication of such issue.

                                      II-3
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 filings 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 the 2nd day of May,
2001.

                                         SOUTHWEST BANCORPORATION OF TEXAS, INC.

                                     By: /s/ PAUL B. MURPHY, JR.
                                        ----------------------------------------
                                         Paul B. Murphy, Jr.
                                         President and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Paul B. Murphy, Jr., David C. Farries and
R. John McWhorter, or any of them, his true and lawful attorney-in-fact and
agent, with full power of substitution, for his and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file with same
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes may lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE                                        TITLE                                     DATE

                                      Chairman of the Board and Director                        May 2, 2001
-----------------------------
Walter E. Johnson

/s/ PAUL B. MURPHY, JR.               President and Chief Executive Officer                     May 2, 2001
-----------------------------         (Principal Executive Officer)
Paul B. Murphy, Jr.

/s/ DAVID C. FARRIES                  Executive Vice President, Treasurer and Secretary         May 2, 2001
-----------------------------         (Principal Financial Officer)
David C. Farries

/s/ R. JOHN MCWHORTER                 Senior Vice President and Controller                      May 2, 2001
-----------------------------         (Principal Accounting Officer)
R. John McWhorter

                                      Director                                                  May 2, 2001
-----------------------------
John W. Johnson

/s/ JOHN B. BROCK III                 Director                                                  May 2, 2001
-----------------------------
John B. Brock III

/s/ ERNEST H. COCKRELL                Director                                                  May 2, 2001
-----------------------------
Ernest H. Cockrell

/s/ JOHN E. ECHOLS                    Director                                                  May 2, 2001
-----------------------------
John H. Echols

                                      Director                                                  May 2, 2001
-----------------------------
J. David Heaney

/s/ FRED R. LUMMIS                    Director                                                  May 2, 2001
-----------------------------
Fred R. Lummis
II-4
6
/s/ ANDRES PALANDJOGLOU               Director                                                  May 2, 2001
-----------------------------
Andres Palandjoglou

                                      Director                                                  May 2, 2001
-----------------------------
Adolph A. Pfeffer, Jr.

/s/ WILHELMINA E. ROBERTSON           Director                                                  May 2, 2001
-----------------------------
Wilhelmina E. Robertson

/s/ STANLEY D. STEARNS, JR.           Director                                                  May 2, 2001
-----------------------------
Stanley D. Stearns, Jr.

                                      Director                                                  May 2, 2001
-----------------------------
Duncan W. Stewart

/s/ LANE WARD                         Director                                                  May 2, 2001
-----------------------------
Lane Ward
II-5
7

                                 EXHIBIT INDEX

       EXHIBIT
       NUMBER           DESCRIPTION
       -------          -----------

          *4.1  Articles of Incorporation of the Company, restated as of May 1,
                2001.
           4.2  Bylaws of the Company, restated as of December 31, 1996
                (incorporated by reference to Exhibit 3.2 to 4.2 the Company's
                Form S-1 Registration Statement No. 333-16509).
          *4.3  Non-Employee Director Stock Plan.
          *4.4  Form of Stock Conversion Election Form under Non-Employee
                Director Stock Plan.
           4.5  Restricted Stock Plan (incorporated by reference to Appendix B
                to the Company's Proxy Statement dated 4.5 March 16, 2001 for
                its 2001 Annual Meeting of Shareholders).
          *4.6  Form of Restricted Stock Agreement under the Restricted Stock
                Plan.
          *5.1  Opinion of Vinson & Elkins L.L.P.
         *23.1  Consent of PricewaterhouseCoopers LLP.
         *23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
         *24.1  Powers of Attorney (included on signature page).

----------------------
       *    Filed with this Registration Statement.