<PAGE>

   As filed with the Securities and Exchange Commission on January 10, 2000.

                                                    REGISTRATION NO. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

               TEXAS                                     76-0579161
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                Identification Number)

                       9600 BELLAIRE BOULEVARD, SUITE 252
                              HOUSTON, TEXAS 77036
                                 (713) 776-3876
             (Address of registrant's Principal Executive Offices)


       METROCORP BANCSHARES, INC. NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
                              (Full Title of Plan)


                                 ---------------
                                   DON J. WANG
                           METROCORP BANCSHARES, INC.
                       9600 BELLAIRE BOULEVARD, SUITE 252
                              HOUSTON, TEXAS 77036
                    (Name, and address of agent for service)


                                  713-776-3876
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              WILLIAM T. LUEDKE IV
                          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 $1.00 per            48,000            $8.1875               $393,000           $103.76
share
==================================================================================================================
</TABLE>

(1)      Pursuant to Rule 457(h)(1), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus
         Plan (the "Plan"). In addition, this Registration Statement shall also
         include any additional shares of Common stock issuable pursuant to the
         antidilution provisions of the Plan.

(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 January 5, 2000,
         which was $8.1875, and (b) provided herein for the sole purpose of
         determining the registration fee.
<PAGE>


                                     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 Securities
         Act of 1933, as amended (the "Securities Act").










                                      I-1

<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         MetroCorp Bancshares, Inc., a Texas corporation, (the "Company")
hereby incorporates by reference into this registration statement (the
"Registration Statement"):

    (i)   the Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999;

    (ii)  the Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1999, as amended by the Company's Form 10-Q/A filed on
          January 10, 2000;

    (iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999;

    (iv)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1998, as amended by the Company's Form 10-K/A filed on
          August 26, 1999;

    (v)   the Company's Current Report on Form 8-K dated March 8, 1999 and
          filed on March 15, 1999; and

    (vi)  the description of the Company's Common Stock, par value $1.00 per
          share, contained in the Company's Form 8-A, dated December 7, 1998,
          including any amendment or report filed for the purpose of updating
          such description.

         All documents filed by the Company 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.
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 modified 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 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. 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


                                     II-1
<PAGE>

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 constitutes a breach of duty of the director to the corporation or
an act or omission 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 or (iv) an act or omission for
which the liability of the director is expressly provided by statute.

         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. 333-62667).

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. 333-62667).

4.4      MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan
         (incorporated by reference from Exhibit 10.3 to the Company's
         Registration Statement on Form S-1; Registration No. 333-62667).

4.5*     First Amendment to the MetroCorp Bancshares, Inc. Non-Employee
         Director Stock Bonus Plan.

4.6*     Second Amendment to the MetroCorp Bancshares, Inc. Non-Employee
         Director Stock Bonus Plan.

5*       Opinion and consent of Bracewell & Patterson, L.L.P. as to the
         validity of the Common Stock being registered.

23.1*    Consent of PricewaterhouseCoopers LLP.

23.2*    Consent of Bracewell & Patterson, L.L.P. (included in the opinion
         filed as Exhibit 5 hereto).

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>

                                    (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>

                                   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 10TH DAY OF JANUARY, 2000.

                                         METROCORP BANCSHARES, INC.
                                         (Registrant)


                                         By: /s/ Don J. Wang
                                             ---------------------------------
                                         Don J. Wang
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Don J. Wang and Ruth E. Ransom, 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 AND ON THE 10TH DAY OF JANUARY, 2000.

         Signature                      Title
         ---------                      -----


/s/ Don J. Wang
--------------------          Chairman of the Board, President and Chief
                              Executive Officer
Don J. Wang                           (Principal Executive Officer)


/s/ Ruth E. Ransom            Senior Vice President and Chief Financial Officer
--------------------       (Principal Financial Officer/Principal Accounting
Ruth E. Ransom             Officer)


/s/ Helen F. Chen                     Director
--------------------
Helen F. Chen


/s/ Tommy F. Chen                     Director
--------------------
Tommy F. Chen





                                     II-4

<PAGE>


/s/ May P. Chu                        Director
--------------------
May P. Chu


/s/ Jane W. Kwan                      Director
--------------------
Jane W. Kwan


/s/ George M. Lee                     Director
--------------------
George M. Lee


/s/ John Lee                          Director
--------------------
John Lee


/s/ David Tai                         Director
--------------------
David Tai


/s/ Joe Ting                          Director
--------------------
Joe Ting














                                     II-5

<PAGE>

                                  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. 333-62667).

       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. 333-62667).

       4.4          MetroCorp Bancshares, Inc. Non-Employee Director Stock
                    Bonus Plan (incorporated by reference from Exhibit 10.3 to
                    the Company's Registration Statement on Form S-1;
                    No. 333-62667).

       4.5*         First Amendment to the MetroCorp Bancshares, Inc.
                    Non-Employee Director Stock Bonus Plan.

       4.6*         Second Amendment to the MetroCorp Bancshares, Inc.
                    Non-Employee Director Stock Bonus Plan.

       5*           Opinion and consent of Bracewell & Patterson, L.L.P. as to
                    the validity of the Common Stock being registered.

       23.1*        Consent of PricewaterhouseCoopers LLP.

       23.2*        Consent of Bracewell & Patterson, L.L.P. (included in the
                    opinion filed as Exhibit 5 hereto).

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

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

*Filed Herewith










                                     II-6
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 21764}]
{"company-data": {"conformed-name": "METROCORP BANCSHARES INC", "cik": "0001068300", "assigned-sic": "6022", "irs-number": "760579161", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-94327", "film-number": "504720"}, "business-address": {"street1": "9600 BELLAIRE BLVD SUITE 152", "city": "HOUSTON", "state": "TX", "zip": "77036", "phone": "7137763876"}}
As filed with the Securities and Exchange Commission on January 10, 2000.

                                                    REGISTRATION NO. 333-______

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

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

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

               TEXAS                                     76-0579161
    (State or other jurisdiction                      (I.R.S. Employer
  of incorporation or organization)                Identification Number)

                       9600 BELLAIRE BOULEVARD, SUITE 252
                              HOUSTON, TEXAS 77036
                                 (713) 776-3876
             (Address of registrant's Principal Executive Offices)

       METROCORP BANCSHARES, INC. NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
                              (Full Title of Plan)

                                 ---------------
                                   DON J. WANG
                           METROCORP BANCSHARES, INC.
                       9600 BELLAIRE BOULEVARD, SUITE 252
                              HOUSTON, TEXAS 77036
                    (Name, and address of agent for service)

                                  713-776-3876
          (Telephone number, including area code, of agent for service)

                                    COPY TO:

                              WILLIAM T. LUEDKE IV
                          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 $1.00 per            48,000            $8.1875               $393,000           $103.76
share
==================================================================================================================
(1)      Pursuant to Rule 457(h)(1), the registration fee is calculated with
         respect to the maximum number of the registrant's securities issuable
         under the MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus
         Plan (the "Plan"). In addition, this Registration Statement shall also
         include any additional shares of Common stock issuable pursuant to the
         antidilution provisions of the Plan.

(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 January 5, 2000,
         which was $8.1875, and (b) provided herein for the sole purpose of
         determining the registration fee.
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 Securities
         Act of 1933, as amended (the "Securities Act").

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

         MetroCorp Bancshares, Inc., a Texas corporation, (the "Company")
hereby incorporates by reference into this registration statement (the
"Registration Statement"):

    (i)   the Company's Quarterly Report on Form 10-Q for the quarter ended
          September 30, 1999;

    (ii)  the Company's Quarterly Report on Form 10-Q for the quarter ended
          June 30, 1999, as amended by the Company's Form 10-Q/A filed on
          January 10, 2000;

    (iii) the Company's Quarterly Report on Form 10-Q for the quarter ended
          March 31, 1999;

    (iv)  the Company's Annual Report on Form 10-K for the year ended December
          31, 1998, as amended by the Company's Form 10-K/A filed on
          August 26, 1999;

    (v)   the Company's Current Report on Form 8-K dated March 8, 1999 and
          filed on March 15, 1999; and

    (vi)  the description of the Company's Common Stock, par value $1.00 per
          share, contained in the Company's Form 8-A, dated December 7, 1998,
          including any amendment or report filed for the purpose of updating
          such description.

         All documents filed by the Company 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.
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 modified 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 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. 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

                                     II-1
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 constitutes a breach of duty of the director to the corporation or
an act or omission 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 or (iv) an act or omission for
which the liability of the director is expressly provided by statute.

         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. 333-62667).

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. 333-62667).

4.4      MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan
         (incorporated by reference from Exhibit 10.3 to the Company's
         Registration Statement on Form S-1; Registration No. 333-62667).

4.5*     First Amendment to the MetroCorp Bancshares, Inc. Non-Employee
         Director Stock Bonus Plan.

4.6*     Second Amendment to the MetroCorp Bancshares, Inc. Non-Employee
         Director Stock Bonus Plan.

5*       Opinion and consent of Bracewell & Patterson, L.L.P. as to the
         validity of the Common Stock being registered.

23.1*    Consent of PricewaterhouseCoopers LLP.

23.2*    Consent of Bracewell & Patterson, L.L.P. (included in the opinion
         filed as Exhibit 5 hereto).

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
(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
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 10TH DAY OF JANUARY, 2000.

                                         METROCORP BANCSHARES, INC.
                                         (Registrant)

                                         By: /s/ Don J. Wang
                                             ---------------------------------
                                         Don J. Wang
                                         President and Chief Executive Officer

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Don J. Wang and Ruth E. Ransom, 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 AND ON THE 10TH DAY OF JANUARY, 2000.

         Signature                      Title
         ---------                      -----

/s/ Don J. Wang
--------------------          Chairman of the Board, President and Chief
                              Executive Officer
Don J. Wang                           (Principal Executive Officer)

/s/ Ruth E. Ransom            Senior Vice President and Chief Financial Officer
--------------------       (Principal Financial Officer/Principal Accounting
Ruth E. Ransom             Officer)

/s/ Helen F. Chen                     Director
--------------------
Helen F. Chen

/s/ Tommy F. Chen                     Director
--------------------
Tommy F. Chen

                                     II-4
/s/ May P. Chu                        Director
--------------------
May P. Chu

/s/ Jane W. Kwan                      Director
--------------------
Jane W. Kwan

/s/ George M. Lee                     Director
--------------------
George M. Lee

/s/ John Lee                          Director
--------------------
John Lee

/s/ David Tai                         Director
--------------------
David Tai

/s/ Joe Ting                          Director
--------------------
Joe Ting

                                     II-5
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. 333-62667).

       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. 333-62667).

       4.4          MetroCorp Bancshares, Inc. Non-Employee Director Stock
                    Bonus Plan (incorporated by reference from Exhibit 10.3 to
                    the Company's Registration Statement on Form S-1;
                    No. 333-62667).

       4.5*         First Amendment to the MetroCorp Bancshares, Inc.
                    Non-Employee Director Stock Bonus Plan.

       4.6*         Second Amendment to the MetroCorp Bancshares, Inc.
                    Non-Employee Director Stock Bonus Plan.

       5*           Opinion and consent of Bracewell & Patterson, L.L.P. as to
                    the validity of the Common Stock being registered.

       23.1*        Consent of PricewaterhouseCoopers LLP.

       23.2*        Consent of Bracewell & Patterson, L.L.P. (included in the
                    opinion filed as Exhibit 5 hereto).

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

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

*Filed Herewith

                                     II-6