<PAGE>   1
   As filed with the Securities and Exchange Commission on September 30, 1998
                                                                     

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           -------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           -------------------------

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

                TEXAS                                      76-0088973
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                  Identification Number)

                             12200 NORTHWEST FREEWAY
                              HOUSTON, TEXAS 77092
                                 (713) 209-6000
                    (Address of Principal Executive Offices)

                PRIME BANK EMPLOYEES' 401(k) PROFIT SHARING PLAN
                              (Full Title of Plan)

                               STUART D. SAUNDERS
                                 GENERAL COUNSEL
                             PRIME BANCSHARES, INC.
                             12200 NORTHWEST FREEWAY
                              HOUSTON, TEXAS 77092
                    (Name and address of agent for service)

                                  713-209-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               MARGARET B. SYMONDS
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900

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

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                                  PROPOSED
                                                                   MAXIMUM               PROPOSED           AMOUNT OF
               TITLE OF                     AMOUNT TO             OFFERING           MAXIMUM AGGREGATE    REGISTRATION
      SECURITIES TO BE REGISTERED       BE REGISTERED(1)     PRICE PER SHARE (2)     OFFERING PRICE(2)         FEE
- ------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                  <C>                     <C>                  <C>    
Common Stock, par value $.25 per share    200,000 shares            $16.44               $3,288,000          $969.96
========================================================================================================================
</TABLE>



(1)      Pursuant to Rule 457(h)(1), the registration fee is calculated with
         respect to shares to be purchased pursuant to the Prime Bank Employees'
         401(k) Profit Sharing Plan (the "Plan"). In addition, pursuant to 
         Rule 416(c) of the Securities Act of 1933, as amended (the "Act"), 
         this Registration Statement also registers an indeterminate amount of 
         interests to be offered or sold pursuant to the Plan which is 
         described herein.

(2)      The proposed maximum offering price per share and the proposed maximum
         aggregate offering price are (a) calculated, pursuant to Rule
         457(h)(1), by multiplying the number of shares to be registered by the
         average of the high and low prices of a share of Common Stock, as
         reported on The Nasdaq Stock Market, Inc., on September 23, 1998, which
         was $16.44, and (b) provided herein for the sole purpose of
         determining the registration fee. Pursuant to Rule 457(h)(2), no
         separate fee is required with respect to the plan interests.


<PAGE>   2



                                     PART I


              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant 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 1 of Form S-8 and Rule 428 promulgated under the Act.


                                       I-1

<PAGE>   3



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Prime Bancshares, Inc., a Texas corporation, (the "Company") and the
Prime Bank Employees' 401(k) Profit Sharing Plan (the "Plan"), hereby
incorporate by reference into this registration statement (the "Registration
Statement"):

                  (i)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1997, as filed with
                           the Securities and Exchange Commission (the
                           "Commission") on March 9, 1998;

                  (ii)     the Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1998, as filed with the
                           Commission on May 8, 1998;

                  (iii)    the Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998, as filed with the
                           Commission on August 14, 1998; and

                  (iv)      the description of the Company's Common Stock, par
                           value $.25 per share, contained in the Company's Form
                           8-A, dated September 19, 1997, including any
                           amendment or report filed for the purpose of updating
                           such description.

         All documents filed by the Company or the Plan with the Commission
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 filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

         The Company will provide, without charge, to each participant in the
Plan, on written or oral request of such person, a copy of any or all of the
documents (without exhibits, unless such exhibits are specifically incorporated
by reference), incorporated by reference pursuant to this Item 3. All such
requests should be directed to Prime Bancshares, Inc., 12200 Northwest Freeway,
Houston, Texas 77092, Attention: Stuart D. Saunders, General Counsel. The phone
number at that address is (713) 209-6000.

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 Company's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Company to indemnify officers and directors of the Registrant to the fullest
extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas.

                                      II-1

<PAGE>   4



Generally, Article 2.02-1 of the TBCA permits a corporation to indemnify a
person who was, is, or is threatened to be 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
interests, or (b) in the case of other situations, 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 its
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, (iv) an
act 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.

         The Company may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of the Company,
whether or not the Company would have the power to indemnify such person against
such liability, as permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.1  Amended and Restated Articles of Incorporation of the Company (incorporated
     by reference from Exhibit 3.1 to the Company's Registration Statement on
     Form S-1; Registration No. 333-33001).

4.2  Amended and Restated Bylaws of the Company (incorporated by reference from
     Exhibit 3.2 to the Company's Registration Statement on Form S-1;
     Registration No. 333-33001).

4.3* Prime Bank Employees' 401(k) Profit Sharing Plan.

23*  Consent of Grant Thornton LLP.

24*  Power of Attorney (included on page II-4). 
- -----

*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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


                                      II-2

<PAGE>   5



                           (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

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

         Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
         section 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 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 securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

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

      B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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




                                      II-3

<PAGE>   6



                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement or Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas on the 24th day of September, 1998.

                                        PRIME BANCSHARES, INC.
                                            (Registrant)

                                        By:   /s/ E.J. GUZZO
                                           -----------------------------------
                                        President

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Fredric M. Saunders and E.J. Guzzo, with full power to each of them to
act without the other, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and 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
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities indicated on the 24th day of September, 1998.

<TABLE>
<CAPTION>
         Signature                                                     Title
         ---------                                                     -----
<S>                                                  <C>
/s/ FREDRIC M. SAUNDERS                                       Chairman of the Board
- ------------------------                                      (Principal Executive Officer)
Fredric M. Saunders                                           

 /s/ E.J. GUZZO             .                                 President and Director
- ------------------------
E.J. Guzzo

 /s/ L. ANDERSON CREEL                                                 Treasurer
- ------------------------                             (Principal Financial Officer/ Principal Accounting Officer)
L. Anderson Creel                                    

/s/ DAVID PASTERNAK                                                    Director
- ------------------------
David Pasternak

/s/ STUART D. SAUNDERS                                                 Director
- ------------------------
Stuart D. Saunders

/s/ JAMES B. WESLEY                                                    Director
- ------------------------
James B. Wesley

/s/ JERRY S. DOMINY                                                    Director
- ------------------------
Jerry S. Dominy
</TABLE>

                                      II-4

<PAGE>   7



                                   SIGNATURES

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration Statement or Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Houston, State of Texas on the 24th day of September, 1998.


                                        PRIME BANK EMPLOYEES' 401(k) PROFIT
                                        SHARING PLAN 

                                        PRIME BANK, as
                                        Plan Administrator
                                       

                                        By: /s/ E. J. GUZZO
                                             -------------------------------
                                        Name:   E. J. Guzzo
                                             -------------------------------
                                        Title:  President
                                              ------------------------------



                                      II-5

<PAGE>   8


                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
  EXHIBIT NUMBER                                              DESCRIPTION
  --------------                                              -----------
  <S>                             <C>                                                                                          
       4.1                        Amended and Restated Articles of Incorporation of the Company (incorporated
                                  by reference from Exhibit 3.1 to the Company's Registration Statement on
                                  Form S-1 Registration No. 333-33001).

       4.2                        Amended and Restated Bylaws of the Company (incorporated by reference from
                                  Exhibit 3.2 to the Company's Registration Statement on Form S-1,
                                  Registration No. 333-33001).

       4.3*                       Prime Bank Employees' 401(k) Profit Sharing Plan.
   
       23*                        Consent of Grant Thornton LLP.

       24*                        Power of Attorney (included on page II-4). 
</TABLE>

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

*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "PRIME BANCSHARES, INC.", "secsgml_size_bytes": 21700}]
{"company-data": {"conformed-name": "PRIME BANCSHARES INC /TX/", "cik": "0001043446", "assigned-sic": "6022", "irs-number": "760088973", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "file-number": "333-65141", "film-number": "98718988"}, "business-address": {"street1": "12200 NORTHWEST FREEWAY", "city": "HOUSTON", "state": "TX", "zip": "77092", "phone": "7132096000"}, "mail-address": {"street1": "12200 NORTHWEST FRWY", "city": "HOUSTON", "state": "TX", "zip": "77092"}}
1
   As filed with the Securities and Exchange Commission on September 30, 1998
                                                                     

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           -------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                           -------------------------

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

                TEXAS                                      76-0088973
     (State or other jurisdiction                       (I.R.S. Employer
   of incorporation or organization)                  Identification Number)

                             12200 NORTHWEST FREEWAY
                              HOUSTON, TEXAS 77092
                                 (713) 209-6000
                    (Address of Principal Executive Offices)

                PRIME BANK EMPLOYEES' 401(k) PROFIT SHARING PLAN
                              (Full Title of Plan)

                               STUART D. SAUNDERS
                                 GENERAL COUNSEL
                             PRIME BANCSHARES, INC.
                             12200 NORTHWEST FREEWAY
                              HOUSTON, TEXAS 77092
                    (Name and address of agent for service)

                                  713-209-6000
          (Telephone number, including area code, of agent for service)

                                    Copy to:

                               MARGARET B. SYMONDS
                          BRACEWELL & PATTERSON, L.L.P.
                           SOUTH TOWER, PENNZOIL PLACE
                        711 LOUISIANA STREET, SUITE 2900
                            HOUSTON, TEXAS 77002-2781
                                 (713) 223-2900

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

                         CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                  PROPOSED
                                                                   MAXIMUM               PROPOSED           AMOUNT OF
               TITLE OF                     AMOUNT TO             OFFERING           MAXIMUM AGGREGATE    REGISTRATION
      SECURITIES TO BE REGISTERED       BE REGISTERED(1)     PRICE PER SHARE (2)     OFFERING PRICE(2)         FEE
- ------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.25 per share    200,000 shares            $16.44               $3,288,000          $969.96
========================================================================================================================
(1)      Pursuant to Rule 457(h)(1), the registration fee is calculated with
         respect to shares to be purchased pursuant to the Prime Bank Employees'
         401(k) Profit Sharing Plan (the "Plan"). In addition, pursuant to 
         Rule 416(c) of the Securities Act of 1933, as amended (the "Act"), 
         this Registration Statement also registers an indeterminate amount of 
         interests to be offered or sold pursuant to the Plan which is 
         described herein.

(2)      The proposed maximum offering price per share and the proposed maximum
         aggregate offering price are (a) calculated, pursuant to Rule
         457(h)(1), by multiplying the number of shares to be registered by the
         average of the high and low prices of a share of Common Stock, as
         reported on The Nasdaq Stock Market, Inc., on September 23, 1998, which
         was $16.44, and (b) provided herein for the sole purpose of
         determining the registration fee. Pursuant to Rule 457(h)(2), no
         separate fee is required with respect to the plan interests.
2

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information.*

Item 2.  Registrant 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 1 of Form S-8 and Rule 428 promulgated under the Act.

                                       I-1
3

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         Prime Bancshares, Inc., a Texas corporation, (the "Company") and the
Prime Bank Employees' 401(k) Profit Sharing Plan (the "Plan"), hereby
incorporate by reference into this registration statement (the "Registration
Statement"):

                  (i)      the Company's Annual Report on Form 10-K for the
                           fiscal year ended December 31, 1997, as filed with
                           the Securities and Exchange Commission (the
                           "Commission") on March 9, 1998;

                  (ii)     the Company's Quarterly Report on Form 10-Q for the
                           quarter ended March 31, 1998, as filed with the
                           Commission on May 8, 1998;

                  (iii)    the Company's Quarterly Report on Form 10-Q for the
                           quarter ended June 30, 1998, as filed with the
                           Commission on August 14, 1998; and

                  (iv)      the description of the Company's Common Stock, par
                           value $.25 per share, contained in the Company's Form
                           8-A, dated September 19, 1997, including any
                           amendment or report filed for the purpose of updating
                           such description.

         All documents filed by the Company or the Plan with the Commission
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 filing date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.

         The Company will provide, without charge, to each participant in the
Plan, on written or oral request of such person, a copy of any or all of the
documents (without exhibits, unless such exhibits are specifically incorporated
by reference), incorporated by reference pursuant to this Item 3. All such
requests should be directed to Prime Bancshares, Inc., 12200 Northwest Freeway,
Houston, Texas 77092, Attention: Stuart D. Saunders, General Counsel. The phone
number at that address is (713) 209-6000.

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 Company's Amended and Restated Articles of Incorporation (the
"Articles of Incorporation") and Amended and Restated Bylaws ("Bylaws") require
the Company to indemnify officers and directors of the Registrant to the fullest
extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA") of the State of Texas.

                                      II-1
4

Generally, Article 2.02-1 of the TBCA permits a corporation to indemnify a
person who was, is, or is threatened to be 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
interests, or (b) in the case of other situations, 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 its
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, (iv) an
act 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.

         The Company may provide liability insurance for each director and
officer for certain losses arising from claims or changes made against them
while acting in their capabilities as directors or officers of the Company,
whether or not the Company would have the power to indemnify such person against
such liability, as permitted by law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

4.1  Amended and Restated Articles of Incorporation of the Company (incorporated
     by reference from Exhibit 3.1 to the Company's Registration Statement on
     Form S-1; Registration No. 333-33001).

4.2  Amended and Restated Bylaws of the Company (incorporated by reference from
     Exhibit 3.2 to the Company's Registration Statement on Form S-1;
     Registration No. 333-33001).

4.3* Prime Bank Employees' 401(k) Profit Sharing Plan.

23*  Consent of Grant Thornton LLP.

24*  Power of Attorney (included on page II-4). 
- -----

*Filed herewith.

ITEM 9.  UNDERTAKINGS.

         A.       The undersigned registrant hereby undertakes:

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

                                      II-2
5

                           (i) To include any prospectus required by section
                  10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
                  arising after the effective date of the registration statement
                  (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental
                  change in the information set forth in this Registration
                  Statement. Notwithstanding the foregoing, any increase or
                  decrease in volume of securities offered (if the total dollar
                  value of securities offered would not exceed that which was
                  registered) and any deviation from the low or high and of the
                  estimated maximum offering range may be reflected in the form
                  of a prospectus filed with the Commission pursuant to Rule
                  424(b) if, in the aggregate, the changes in volume and price
                  represent no more than a 20 percent change in the maximum
                  aggregate offering price set forth in the "Calculation of
                  Registration Fee" table in the effective registration
                  statement.

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

         Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
         section 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 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 securities offered
         therein, and the offering of such securities at that time shall be
         deemed to be the initial bona fide offering thereof.

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

      B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      II-3
6

                                   SIGNATURES

         THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement or Amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas on the 24th day of September, 1998.

                                        PRIME BANCSHARES, INC.
                                            (Registrant)

                                        By:   /s/ E.J. GUZZO
                                           -----------------------------------
                                        President

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Fredric M. Saunders and E.J. Guzzo, with full power to each of them to
act without the other, the undersigned's true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for the undersigned
and in the undersigned's name, place and stead, in any and all capacities (until
revoked in writing), to sign this Registration Statement and any and all
amendments (including post-effective amendments) thereto, to file the same,
together with all exhibits thereto and 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
attorney-in-fact and agent, or his or their substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises in order to effectuate the same
as fully to all intents and purposes as the undersigned might or could do if
personally present, thereby ratifying and confirming all that said
attorneys-in-fact and agents, or his or their substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities indicated on the 24th day of September, 1998.
Signature                                                     Title
         ---------                                                     -----
/s/ FREDRIC M. SAUNDERS                                       Chairman of the Board
- ------------------------                                      (Principal Executive Officer)
Fredric M. Saunders                                           

 /s/ E.J. GUZZO             .                                 President and Director
- ------------------------
E.J. Guzzo

 /s/ L. ANDERSON CREEL                                                 Treasurer
- ------------------------                             (Principal Financial Officer/ Principal Accounting Officer)
L. Anderson Creel                                    

/s/ DAVID PASTERNAK                                                    Director
- ------------------------
David Pasternak

/s/ STUART D. SAUNDERS                                                 Director
- ------------------------
Stuart D. Saunders

/s/ JAMES B. WESLEY                                                    Director
- ------------------------
James B. Wesley

/s/ JERRY S. DOMINY                                                    Director
- ------------------------
Jerry S. Dominy
II-4
7

                                   SIGNATURES

         THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the Plan Administrator has duly caused this Registration Statement or Amendment
to be signed on its behalf by the undersigned, thereunto duly authorized in the
City of Houston, State of Texas on the 24th day of September, 1998.

                                        PRIME BANK EMPLOYEES' 401(k) PROFIT
                                        SHARING PLAN 

                                        PRIME BANK, as
                                        Plan Administrator
                                       

                                        By: /s/ E. J. GUZZO
                                             -------------------------------
                                        Name:   E. J. Guzzo
                                             -------------------------------
                                        Title:  President
                                              ------------------------------

                                      II-5
8

                                  EXHIBIT INDEX
EXHIBIT NUMBER                                              DESCRIPTION
  --------------                                              -----------
4.1                        Amended and Restated Articles of Incorporation of the Company (incorporated
                                  by reference from Exhibit 3.1 to the Company's Registration Statement on
                                  Form S-1 Registration No. 333-33001).

       4.2                        Amended and Restated Bylaws of the Company (incorporated by reference from
                                  Exhibit 3.2 to the Company's Registration Statement on Form S-1,
                                  Registration No. 333-33001).

       4.3*                       Prime Bank Employees' 401(k) Profit Sharing Plan.
   
       23*                        Consent of Grant Thornton LLP.

       24*                        Power of Attorney (included on page II-4).
- -------------

*Filed herewith.