AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1997
                                              Registration No. 333-

                       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
                         (State or other jurisdiction of
                         incorporation or organization)

                                   76-0519693
                                (I.R.S. Employer
                               Identification No.)

                              4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
          (Address of principal executive offices, including zip code)

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

         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1989 STOCK OPTION PLAN
         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1993 STOCK OPTION PLAN
         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1996 STOCK OPTION PLAN
                           SEVERANCE AGREEMENT BETWEEN
          SOUTHWEST BANCORPORATION OF TEXAS, INC. AND W. DONALD BRUNSON
                            (Full title of the plan)

                                DAVID C. FARRIES
                            EXECUTIVE 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>
====================================================================================================
        TITLE OF              AMOUNT           PROPOSED             PROPOSED             AMOUNT OF
    SECURITIES TO BE           TO BE       MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
       REGISTERED           REGISTERED     PRICE PER SHARE(1)  OFFERING PRICE(1)(2)(3)      FEE
----------------------------------------------------------------------------------------------------
     <S>                    <C>             <C>                    <C>                    <C>
    Common Stock,                            $ 7.882  (2)
     $1.00 par value        1,538,775        $18.3125 (3)          $14,515,638            $4,399
====================================================================================================
</TABLE>
(1)     Estimated, solely for purposes of calculating the registration fee, in
        accordance with Rule 457(h).

(2)     1,310,000 shares under the plans are valued at a weighted average
        exercise price of $7.882 under outstanding options.

(3)     228,775 shares under the Southwest Bancorporation of Texas, Inc. 1996
        Stock Option 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 February 6, 1997 ($18.3125 per share).

<PAGE>
                                     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 Prospectus dated January 27, 1997 (the
               "Prospectus"), included in the Company's Registration Statement
               on Form S-1 (Registration Statement No. 333-16509).

        (b)    Description of the Common Stock contained in the Prospectus.

        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.

        Vinson & Elkins L.L.P. owns 112,965 shares of Common Stock.

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, (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.

                                       -2-

<PAGE>
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

                *4.1  Articles of Incorporation of the Company (Exhibit 3.1).

                *4.2  Bylaws of the Company, restated as of December 31, 1996
                      (Exhibit 3.2).

                *4.3  Amendment dated December 18, 1996 to Articles of
                      Incorporation of the Company (Exhibit 3.3).

                *4.4  1989 Stock Option Plan (Exhibit 10.1).

                *4.5  1993 Stock Option Plan (Exhibit 10.2).

                *4.6  Form of Stock Option Agreement under 1989 Stock Option
                      Plan and 1993 Stock Option Plan (Exhibit 10.3).

                *4.7  1996 Stock Option Plan (Exhibit 10.4).

                *4.8  Form of Incentive Stock Option Agreement under 1996 Stock
                      Option Plan (Exhibit 10.5).

                *4.9  Form of Non-qualified Stock Option Agreement under 1996
                      Stock Option Plan (Exhibit 10.6).

                *4.10 Directors Stock Option Plan, adopted October, 1993
                      (Exhibit 10.7).

                *4.11 Form of Stock Option Agreement under Directors Stock
                      Option Plan (Exhibit 10.8).

               **4.12 Severance Agreement dated December 30, 1993, between the
                      Company and W. Donald Brunson, containing provisions of
                      stock option granted to W. Donald Brunson.

               **5.1  Opinion of Vinson & Elkins L.L.P.

              **23.1  Consent of Coopers & Lybrand L.L.P.

              **23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit
                      5.1).

              **24.1  Powers of Attorney (included on signature page).
-----------------------------
*       Incorporated by reference to the Exhibit number shown in parentheses
        filed with the Company's Form S-1 Registration Statement No. 333-16509.

**      Filed with this Registration Statement.

                                       -3-

<PAGE>
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 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.

                                       -4-
<PAGE>
                                   SIGNATURES

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 11TH DAY OF
FEBRUARY, 1997.

                                       SOUTHWEST BANCORPORATION OF TEXAS, INC.

                                       By: /s/  WALTER E. JOHNSON
                                           Chairman of the Board 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 him 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 the 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 gent
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>
<CAPTION>
       SIGNATURE                              TITLE                             DATE
       ---------                              -----                             ----
<S>                            <C>                                         <C>
/s/ WALTER E. JOHNSON          Chairman of the Board and Chief Executive   February 11, 1997
    Walter E. Johnson          Officer (Principal Executive Officer)

/s/ DAVID C. FARRIES           Executive Vice President, Treasurer and     February 11, 1997
    David C. Farries            Secretary (Principal Financial Officer)

/s/ R. JOHN MCWHORTER          Vice President and Controller               February 11, 1997
    R. John McWhorter           (Principal Accounting Officer)

/s/ JOHN W. JOHNSON            Director                                    February 11, 1997
    John W. Johnson

/s/ PAUL B. MURPHY, JR.        Director and President                      February 11, 1997
    Paul B. Murphy, Jr.

/s/ JOHN B. BROCK III          Director                                    February 11, 1997
    John B. Brock III

/s/ ERNEST H. COCKRELL         Director                                    February 11, 1997
    Ernest H. Cockrell

/s/ WILHELMINA R. MORIAN       Director                                    February 11, 1997
    Wilhelmina R. Morian

/s/ ANDRES PALANDJOGLOU        Director                                    February 11, 1997
    Andres Palandjoglou

/s/ MICHAEL T. WILLIS          Director                                    February 11, 1997
    Michael T. Willis                                      
</TABLE>
                                            -5-
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17365}]
{"company-data": {"conformed-name": "SOUTHWEST BANCORP INC /TX/", "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": "333-21619", "film-number": "97526180"}, "business-address": {"street1": "4400 POST O-K PARKWAY", "city": "HOUSTON", "state": "TX", "zip": "77027", "phone": "7132358881"}, "mail-address": {"street1": "P O BOX 27459", "city": "HOUSTON", "state": "TX", "zip": "77227"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 12, 1997
                                              Registration No. 333-

                       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
                         (State or other jurisdiction of
                         incorporation or organization)

                                   76-0519693
                                (I.R.S. Employer
                               Identification No.)

                              4400 POST OAK PARKWAY
                              HOUSTON, TEXAS 77027
          (Address of principal executive offices, including zip code)

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

         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1989 STOCK OPTION PLAN
         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1993 STOCK OPTION PLAN
         SOUTHWEST BANCORPORATION OF TEXAS, INC. 1996 STOCK OPTION PLAN
                           SEVERANCE AGREEMENT BETWEEN
          SOUTHWEST BANCORPORATION OF TEXAS, INC. AND W. DONALD BRUNSON
                            (Full title of the plan)

                                DAVID C. FARRIES
                            EXECUTIVE 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

====================================================================================================
        TITLE OF              AMOUNT           PROPOSED             PROPOSED             AMOUNT OF
    SECURITIES TO BE           TO BE       MAXIMUM OFFERING     MAXIMUM AGGREGATE      REGISTRATION
       REGISTERED           REGISTERED     PRICE PER SHARE(1)  OFFERING PRICE(1)(2)(3)      FEE
----------------------------------------------------------------------------------------------------
Common Stock,                            $ 7.882  (2)
     $1.00 par value        1,538,775        $18.3125 (3)          $14,515,638            $4,399
====================================================================================================
(1)     Estimated, solely for purposes of calculating the registration fee, in
        accordance with Rule 457(h).

(2)     1,310,000 shares under the plans are valued at a weighted average
        exercise price of $7.882 under outstanding options.

(3)     228,775 shares under the Southwest Bancorporation of Texas, Inc. 1996
        Stock Option 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 February 6, 1997 ($18.3125 per share).
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 Prospectus dated January 27, 1997 (the
               "Prospectus"), included in the Company's Registration Statement
               on Form S-1 (Registration Statement No. 333-16509).

        (b)    Description of the Common Stock contained in the Prospectus.

        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.

        Vinson & Elkins L.L.P. owns 112,965 shares of Common Stock.

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, (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.

                                       -2-
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

ITEM 8.        EXHIBITS.

                *4.1  Articles of Incorporation of the Company (Exhibit 3.1).

                *4.2  Bylaws of the Company, restated as of December 31, 1996
                      (Exhibit 3.2).

                *4.3  Amendment dated December 18, 1996 to Articles of
                      Incorporation of the Company (Exhibit 3.3).

                *4.4  1989 Stock Option Plan (Exhibit 10.1).

                *4.5  1993 Stock Option Plan (Exhibit 10.2).

                *4.6  Form of Stock Option Agreement under 1989 Stock Option
                      Plan and 1993 Stock Option Plan (Exhibit 10.3).

                *4.7  1996 Stock Option Plan (Exhibit 10.4).

                *4.8  Form of Incentive Stock Option Agreement under 1996 Stock
                      Option Plan (Exhibit 10.5).

                *4.9  Form of Non-qualified Stock Option Agreement under 1996
                      Stock Option Plan (Exhibit 10.6).

                *4.10 Directors Stock Option Plan, adopted October, 1993
                      (Exhibit 10.7).

                *4.11 Form of Stock Option Agreement under Directors Stock
                      Option Plan (Exhibit 10.8).

               **4.12 Severance Agreement dated December 30, 1993, between the
                      Company and W. Donald Brunson, containing provisions of
                      stock option granted to W. Donald Brunson.

               **5.1  Opinion of Vinson & Elkins L.L.P.

              **23.1  Consent of Coopers & Lybrand L.L.P.

              **23.2  Consent of Vinson & Elkins L.L.P. (included in Exhibit
                      5.1).

              **24.1  Powers of Attorney (included on signature page).
-----------------------------
*       Incorporated by reference to the Exhibit number shown in parentheses
        filed with the Company's Form S-1 Registration Statement No. 333-16509.

**      Filed with this Registration Statement.

                                       -3-
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 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.

                                       -4-
SIGNATURES

        PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED,
THE REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS
ALL OF THE REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN THE CITY OF HOUSTON, STATE OF TEXAS, ON THE 11TH DAY OF
FEBRUARY, 1997.

                                       SOUTHWEST BANCORPORATION OF TEXAS, INC.

                                       By: /s/  WALTER E. JOHNSON
                                           Chairman of the Board 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 him 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 the 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 gent
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
       ---------                              -----                             ----
/s/ WALTER E. JOHNSON          Chairman of the Board and Chief Executive   February 11, 1997
    Walter E. Johnson          Officer (Principal Executive Officer)

/s/ DAVID C. FARRIES           Executive Vice President, Treasurer and     February 11, 1997
    David C. Farries            Secretary (Principal Financial Officer)

/s/ R. JOHN MCWHORTER          Vice President and Controller               February 11, 1997
    R. John McWhorter           (Principal Accounting Officer)

/s/ JOHN W. JOHNSON            Director                                    February 11, 1997
    John W. Johnson

/s/ PAUL B. MURPHY, JR.        Director and President                      February 11, 1997
    Paul B. Murphy, Jr.

/s/ JOHN B. BROCK III          Director                                    February 11, 1997
    John B. Brock III

/s/ ERNEST H. COCKRELL         Director                                    February 11, 1997
    Ernest H. Cockrell

/s/ WILHELMINA R. MORIAN       Director                                    February 11, 1997
    Wilhelmina R. Morian

/s/ ANDRES PALANDJOGLOU        Director                                    February 11, 1997
    Andres Palandjoglou

/s/ MICHAEL T. WILLIS          Director                                    February 11, 1997
    Michael T. Willis
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