<PAGE>

   As filed with the Securities and Exchange Commission on November 24, 1999.

                                                    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. DIRECTOR STOCK OPTION AGREEMENT
       METROCORP BANCSHARES, INC. NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
             METROCORP BANCSHARES, INC. 1998 STOCK INCENTIVE 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 share       380,000               $8.8125              $3,348,750            $931
========================================================================================================================

</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. Director Stock Option Agreement,
         MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan and
         the MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (collectively,
         the "Plans"). In addition, this Registration Statement shall also
         include any additional shares of Common stock issuable pursuant to the
         antidilution provisions of the Plans.

(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 November 22, 1999, which
         was $8.8125, 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;

       (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; and

       (v)    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).

4.3      Form of MetroCorp Bancshares, Inc. Director Stock Option Agreement
         (incorporated by reference from Exhibit 10.2 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.

4.7      MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
         reference from Exhibit 10.5 to the Company's Registration Statement on
         Form S-1; Registration No. 333-62667).

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-2
<PAGE>

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:

                                    (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

                                      II-3
<PAGE>

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-4
<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 24TH DAY OF NOVEMBER, 1999.

                                        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 Attilio F. Galli, 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 24TH DAY OF NOVEMBER, 1999.

<TABLE>
<CAPTION>

         Signature                                Title
         ---------                                -----
<S>                         <C>

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

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

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

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






                                      II-5
<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

</TABLE>









                                      II-6
<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).

         4.3      MetroCorp Bancshares, Inc. Director Stock Option Agreement
                  (incorporated by reference from Exhibit 10.2 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.

         4.7      MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan
                  (incorporated by reference from Exhibit 10.5 to the Company's
                  Registration Statement on Form S-1; Registration No. 333-
                  62667).

         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-7
[{"type": "S-8", "sequence": "1", "description": "S-8", "secsgml_size_bytes": 22971}]
{"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": "333-91589", "film-number": "99763729"}, "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 November 24, 1999.

                                                    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. DIRECTOR STOCK OPTION AGREEMENT
       METROCORP BANCSHARES, INC. NON-EMPLOYEE DIRECTOR STOCK BONUS PLAN
             METROCORP BANCSHARES, INC. 1998 STOCK INCENTIVE 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 share       380,000               $8.8125              $3,348,750            $931
========================================================================================================================
(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. Director Stock Option Agreement,
         MetroCorp Bancshares, Inc. Non-Employee Director Stock Bonus Plan and
         the MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (collectively,
         the "Plans"). In addition, this Registration Statement shall also
         include any additional shares of Common stock issuable pursuant to the
         antidilution provisions of the Plans.

(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 November 22, 1999, which
         was $8.8125, 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;

       (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; and

       (v)    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).

4.3      Form of MetroCorp Bancshares, Inc. Director Stock Option Agreement
         (incorporated by reference from Exhibit 10.2 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.

4.7      MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan (incorporated by
         reference from Exhibit 10.5 to the Company's Registration Statement on
         Form S-1; Registration No. 333-62667).

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-2
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:

                                    (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

                                      II-3
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-4
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 NOVEMBER, 1999.

                                        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 Attilio F. Galli, 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 24TH DAY OF NOVEMBER, 1999.
Signature                                Title
         ---------                                -----
/s/ Don J. Wang             Chairman of the Board, President and Chief Executive Officer
------------------------                (Principal Executive Officer)
Don J. Wang

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

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

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

                                      II-5
/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-6
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).

         4.3      MetroCorp Bancshares, Inc. Director Stock Option Agreement
                  (incorporated by reference from Exhibit 10.2 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.

         4.7      MetroCorp Bancshares, Inc. 1998 Stock Incentive Plan
                  (incorporated by reference from Exhibit 10.5 to the Company's
                  Registration Statement on Form S-1; Registration No. 333-
                  62667).

         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-7