<PAGE>

    As filed with the Securities and Exchange Commission  on July 20, 1999


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

              Texas                                           76-0575815
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            5320 Bellaire Boulevard
                             Bellaire, Texas 77401
          (Address of principal executive offices, including zip code)

                             1992 STOCK OPTION PLAN
                             1994 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                             1997 STOCK OPTION PLAN
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                Randall W. Dobbs
                            Executive Vice President
                            5320 Bellaire Boulevard
                             Bellaire, Texas 77401
                    (Name and address of agent for service)

                                 (713) 661-4444
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 John T. Unger
                              Snell & Smith, P.C.
                           1000 Louisiana, Suite 1200
                              Houston, Texas 77002

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                      Title of                                           Proposed maximum      Proposed maximum       Amount of
                  securities to be                      Amount to be      offering price          aggregate         registration
                     registered                          registered        per share(1)       offering price (1)       fee(1)
====================================================================================================================================
<S>                                                    <C>              <C>                   <C>                  <C>
 Common Stock, $1.00                                    10,000 shares             $10.50          $  105,000.00       $  291.90
 par value                                              92,500 shares               9.00             832,500.00        2,314.35
                                                        12,100 shares               6.20              75,020.00          208.56
                                                         9,680 shares               5.79              56,047.20          155.81
                                                        60,324 shares               2.75             165,891.00          461.18
                                                       -------                                     ------------    ------------
                                                       184,604 shares                              1,234,458.20       $3,431.80

</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
<PAGE>

PROSPECTUS



                                 157,450 Shares

                             CNBT BANCSHARES, INC.
                                  Common Stock
                                $1.00 par value



   The stockholders of  CNBT Bancshares, Inc. listed below are offering and
selling up to 157,450 shares of common stock under this prospectus. The selling
stockholders acquired or may acquire their shares through the exercise of
options granted to such individuals pursuant to our stock option plans. Some or
all of the selling stockholders expect to sell their shares.

   The selling stockholders may offer their shares through public or private
transactions, on the Nasdaq Stock Market, in the over-the-counter market, or in
private transactions, at prevailing market prices or at privately negotiated
prices.

   Our common stock is quoted on The Nasdaq Stock Market under the symbol
"CNBT." On July __, 1999, the last reported sale price of the common stock on
the Nasdaq Stock Market was $__.__.

   Investing in the common stock involves risks. See "Risk Factors" starting on
page 9.

   The shares offered are not savings or deposit accounts and are not insured by
the Federal Deposit Insurance Corporation, the bank insurance fund, or any other
governmental agency.

   The shares offered have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.


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


                 The date of this Prospectus is July __, 1999.
<PAGE>

                               TABLE OF CONTENTS


                                                                Page
                                                                ----

Where You Can Find More Information...........................    3
About CNBT Bancshares, Inc....................................    4
Risk Factors..................................................    5
Use of Proceeds...............................................    8
Description of Capital Stock..................................    8
Selling Stockholders..........................................   10
Plan of Distribution..........................................   11
Legal Matters.................................................   12
Experts.......................................................   12

                                       2
<PAGE>

                      WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

   The reports, proxy statements, and other information concerning CNBT
described above also may be inspected at the offices of The Nasdaq Stock Market,
1735 K Street, N.W., Washington, D.C. 20006-1506.

   The SEC allows us to  "incorporate  by reference"  the  information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus,  and later information that we file
with the SEC will automatically  update and supersede  this  information. We
incorporate by reference  the documents  listed below and any future  filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders sell all the shares:

 .  Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Quarterly  Report on Form 10-Q for the quarter ended March 31, 1999; and

 .  Proxy Statement dated April 12, 1999.

   You may request a copy of these  filings,  at no cost, by writing or
telephoning us at the following address:

   Randall W. Dobbs, Executive Vice President
   CNBT Bancshares, Inc.
   5320 Bellaire Boulevard
   Bellaire, Texas 77401
   713-661-4444

   This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-____). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have not authorized anyone else to provide you with different information.  The
selling stockholders will not make an offer of these shares in any state where
the offer is not  permitted.  You should not assume that the  information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.

                                       3
<PAGE>

                          ABOUT CNBT BANCSHARES, INC.

   CNBT is a bank holding company for Citizens National Bank of Texas, a
national banking association that provides a full range of traditional retail
and commercial banking services primarily to individual consumers and small
businesses through six offices in the in the Houston metropolitan area.

   The bank opened in October 1983. CNBT  was incorporated in April 1998, and
the bank was reorganized into a holding company structure effective July 2,
1998. Our main office is located at 5320 Bellaire Boulevard, Bellaire, Texas
77401 and our telephone number is (713) 661-4444. At March 31, 1999, we had
$394.5 million in total assets, $340.5 million in total deposits and total
stockholders' equity of $32.5 million.

   We adhere to a community banking philosophy that emphasizes accessible,
service-oriented, relationship banking.  We believe that this commitment,
together with our conservative lending and prudent investment policies, are
important factors in our success and growth.  Our high quality personal service
and responsiveness to customer needs has attracted numerous customers from
larger regional banks.  We believe that the continued acquisitions of local
banks by out of state organizations present additional opportunities to attract
customers who prefer to work with a local community bank or who have experienced
a decline in personal service from the out of state banks.

   As a full service commercial bank, we offer an array of lending and deposit
services to our retail and commercial customers.  Our primary lending focus is
on small business, commercial and residential real estate, and consumer loans.
We generally seek a mix of 50% consumer loans, 25% small business loans, and 25%
real estate loans.  Loan demand and maturities may cause the actual percentage
of loans in any category to vary from the proposed mix. As a service to our
customers, we also offer home computer banking, provide on-site access to
conventional mortgage loans through its subsidiary CNB Mortgage Company, and
provide in-house check printing.



                                       4
<PAGE>

                                  RISK FACTORS

   In addition to the other information set forth in this Prospectus, the
following factors should be considered by prospective investors when evaluating
a investment in the common stock.

INTEREST RATE RISK

   Our earnings depend to a substantial extent on "rate differentials", i.e.,
the differences between the income we earn on loans, securities, and other
earning assets, and the interest expense we pay to obtain deposits and other
liabilities. These rates are highly sensitive to many factors that are beyond
our control, including general economic conditions and the policies of various
governmental and regulatory authorities. Increases in the discount rate by the
Federal Reserve Board usually lead to rising interest rates, which affect our
interest income, interest expense, and securities portfolio. Also, governmental
policies, such as the creation of a tax deduction for individual retirement
accounts, can increase savings and affect our cost of funds. From time to time,
maturities of assets and liabilities are not balanced and a rapid increase in
interest rates could have an adverse effect on our net interest margin and
results of operations. To the extent that we maintain a significant percentage
of our assets in investment securities, a rapid increase or decrease in interest
rates could have a greater adverse effect on our net interest margin and results
of operation.  The nature, timing, and effect of any future changes in federal
monetary and fiscal policies on our results of operations are not predictable.

EXPOSURE TO LOCAL ECONOMIC CONDITIONS

   Our success is dependent to a significant extent upon general economic
conditions in the Houston metropolitan area. The banking industry in Texas and
Houston is affected by general economic conditions such as inflation, recession,
unemployment, and other factors beyond the our control. During the mid-1980's,
severely depressed oil and gas and real estate prices materially and adversely
affected the Texas and Houston economies, causing recession and unemployment in
the region and resulting in excess vacancies in the Houston real estate market
and elsewhere in the State. Since 1987, the local economy has improved in part
due to its expansion into non-energy related industries. As the Houston economy
has diversified away from the energy industry, however, it has become more
susceptible to adverse effects resulting from recession in the national economy.
Economic recession over a prolonged period of time in the Houston area could
cause significant increases in nonperforming assets, thereby causing operating
losses, impairing liquidity, and eroding capital. There can be no assurance that
future adverse changes in the local economy would not have a material adverse
effect on our financial condition, results of operations or cash flows.

                                       5
<PAGE>

COMPETITION

   The banking business is highly competitive and our profitability depends
principally upon our ability to compete in the Houston metropolitan area. In
addition to competing with other commercial and savings banks and savings and
loan associations, we compete with credit unions, finance companies, mutual
funds, insurance companies, brokerage and investment banking firms, asset-based
non-bank lenders, and certain other non-financial entities, including retail
stores that may maintain their own credit programs, and governmental
organizations that may offer subsidized financing at lower rates than those we
offer. Many of our competitors have significantly greater financial and other
resources and higher lending limits than we have. Although we have been able to
compete effectively in the past, no assurance can be given that we will continue
to be able to compete effectively in the future. Various legislative acts in
recent years have led to increased competition among financial institutions.
There can be no assurance that Congress or the Texas legislature will not enact
legislation that may further increase competitive pressures on us. Competition
from both financial and non-financial institutions is expected to continue.

SUPERVISION AND REGULATION

   We operate in a highly regulated environment and is subject to extensive
supervision and examination by federal and state regulatory agencies.  As a bank
holding company we are subject to regulation and supervision by the Federal
Reserve Board. The bank, as a national banking association, is subject to
regulation and supervision by the Office of the Comptroller of the Currency
(OCC) and, as a result of the insurance of its deposits, the Federal Deposit
Insurance Corporation (FDIC). These regulations are intended primarily for the
protection of depositors and customers, rather than for the benefit of
investors. We are subject to changes in federal and state law, as well as
changes in regulation and governmental policies, income tax laws and accounting
principles. The effects of any potential changes cannot be predicted but could
adversely affect our business and operations in the future.

DIVIDEND HISTORY AND RESTRICTIONS ON ABILITY TO PAY DIVIDENDS

   While we have paid dividends each year since 1986 and in the future plan to
pay dividends based on our earnings and capital requirements, there is no
assurance that we will pay dividends in the future. Our ability to pay dividends
is subject to restrictions imposed by federal banking laws, regulations, and
authorities. Without approval of the OCC, dividends from the bank to the holding
company in any calendar year may not exceed the bank's net income for that year,
plus its retained net income for the preceding two years, less any required
transfers to capital surplus or to a fund for the retirement of any preferred
stock. In addition, a dividend may not be paid in excess of a bank's undivided
profits. Under these restrictions, as of January 1, 1999, approximately $2.8
million was available for payment of dividends (without prior regulatory
approval).

                                       6
<PAGE>

   The federal banking statutes also prohibit a national bank from making any
capital distribution (including a dividend payment) if, after making the
distribution, the institution would be "undercapitalized," as defined by
statute. In addition, the relevant federal regulatory agencies also have
authority to prohibit a national bank from engaging in an unsafe or unsound
practice as determined by the agency in conducting its business. The payment of
dividends could be deemed to constitute such an unsafe or unsound practice,
depending upon our financial condition. Regulatory authorities could also impose
administratively stricter limitations on our ability to pay dividends if such
limits were deemed appropriate by such regulatory authorities to preserve the
bank's capital.

DEPENDENCE ON KEY PERSONNEL

   We are  dependent on certain key personnel, including Frank G. Cook, B. Ralph
Williams, Randall W. Dobbs, Joseph E. Ives, Mary A. Walker, Sheila J. Duffy,
Robert J. Kramer, and John M. James, each of whom has relationships with our
customers that we consider important to our business. The loss of such
individuals or other members of senior management could have an adverse effect
on our and profitability. We currently do not have employment contracts with any
of these officers.

CERTAIN CHARTER AND BYLAW PROVISIONS

   Our articles of incorporation and bylaws contain certain provisions that
could delay, discourage or prevent an attempted acquisition or change of control
of CNBT. These provisions include a provision establishing certain advance
notice procedures for nomination of candidates for election as directors and for
stockholder proposals to be considered at an annual meeting of stockholders and
for stockholder proposals to be considered at an annual meeting.

MANAGEMENT'S OWNERSHIP INTEREST AND POSSIBLE EFFECTS

   Our directors and executive officers will beneficially own approximately
29.5% of the outstanding shares of common stock.  Accordingly, such individuals
will be able to influence, to a significant extent, the outcome of matters
required to be submitted to stockholders for approval, including decisions
relating to the election of directors, the determination of day-to-day
management policies, and other significant transactions, which may include
taking actions that may be inconsistent with the interests of non-affiliated
stockholders.

REGULATION OF CONTROL

   Any person (individual or entity),  alone or acting in concert, seeking to
acquire 25% or more of any class of voting securities of, or otherwise to
acquire "control" of, the CNBT is required to seek the prior approval of the
Federal Reserve Board under the Change in Bank Control Act and regulations. The
Federal Reserve Board will presume, unless rebutted, that an

                                       7
<PAGE>

acquisition or other disposition of voting securities of CNBT through which any
person alone or acting in concert with other persons, proposes to acquire
ownership of, or the power to vote, 10% or more of a class of voting securities
of CNBT constitutes the acquisition of "control" of CNBT. In such event, such
acquiring person or persons would be required to obtain the approval of the
Federal Reserve Board.


                                USE OF PROCEEDS

   All net proceeds from the sale of shares by the selling stockholders will go
to the selling stockholders who offer and sell their shares. Accordingly, CNBT
will not receive any proceeds from the sale of such shares.

   CNBT will receive approximately $981,000 upon exercise of the stock options
underlying the shares of common stock that may be sold by the selling
stockholders.  The proceeds received by CNBT will be used for general corporate
purposes.


                          DESCRIPTION OF CAPITAL STOCK

   As of the date of this prospectus, our Articles of Incorporation authorize us
to issue 30,000,000 shares of Common Stock, $1.00 par value per share. As of
March 31, 1999. 4,911,117 shares of common stock were outstanding. The
statements are brief summaries of certain provisions of our Articles of
Incorporation and bylaws copies of which have been incorporated by reference as
an exhibit to the Registration Statement of which this prospectus is a part, and
are qualified in their entirety by reference to such documents.

COMMON STOCK

   The holders of the common stock are entitled to one vote for each share owned
on all matter that require their vote. Holders of common stock may not cumulate
their votes for the election of directors and do not have preemptive rights to
acquire any additional, unissued, or treasury shares of CNBT, or securities
convertible into or carrying a right to subscribe to or acquire shares of CNBT.

   Holders of common stock will be entitled to receive dividends out of funds
legally available therefor, if and when properly declared by the Board of
Directors. See "Risk Factors -- Restrictions on Ability to Pay Dividends."

   If we liquidate, dissolve, or wind up our business, the holders of common
stock will share pro rata in any distribution of assets after all of our
indebtedness has been retired.

                                       8
<PAGE>

CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS

   Certain provisions of our Articles of Incorporation and bylaws could make
more difficult our acquisition by means of a tender offer or a proxy contest or
otherwise and the removal of incumbent officers and directors. These provisions
are intended to discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
CNBT to negotiate first with CNBT.

    Advance Notice of Stockholder Proposals and Nominations.  Our bylaws
establish advance notice procedures for stockholders to make nominations of
candidates for election as directors or bring other business before an annual
meeting of stockholders. The stockholder notice procedures provide that only
persons who are nominated by, or at the direction of, the Board of Directors, or
by a stockholder who has given timely written notice to the Secretary of CNBT
prior to the meeting at which directors are to be elected, will be eligible for
election as directors and that, at an annual meeting, only such business may be
conducted as has been brought before the meeting by, or at the direction of, the
Board of Directors or by a stockholder who has given timely written notice to
the Secretary of CNBT of such stockholder's intention to bring such business
before such meeting.

   The stockholder notice procedure may have the effect of precluding a contest
for the election of directors or the consideration of stockholder proposals if
the proper procedures are not followed, and of discouraging or deterring a third
party from conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to
CNBT and its stockholders.

                                       9
<PAGE>

                              SELLING STOCKHOLDERS

   This prospectus relates to the reoffer and resale of an aggregate of 157,450
shares of Common Stock acquired or to be acquired by B. Ralph Williams, Frank G.
Cook, Randall W. Dobbs, Joe E. Ives, Mary A. Walker, Sheila J. Duffy, John M.
James, Robert J. Kramer (each of whom may be considered to be an affiliate of
CNBT pursuant to Rule 405 of the Commission) upon the exercise of options
granted to such persons pursuant to our 1992, 1994, 1995, 1997, and 1998 stock
option plans.

   As of June 30, 1999, such officers and directors have been granted options or
acquired shares under the stock option plans, as follows:
<TABLE>
<CAPTION>

                                                                                   Other Shares
                                              Options                                 Owned
                                              Granted                   Option      Before and
                                                and        Options      Shares      After the
Name and Position                           Unexercised   Exercised      Owned       Offering
-----------------------------------------   -----------   ---------   ------------   --------
<S>                                         <C>           <C>         <C>            <C>
B. Ralph Williams, President and                 29,040      10,000         10,000     71,769
  Chief Executive Officer

Frank G. Cook, Chairman of the                   10,000           0             --    159,216
  Board

Randall W. Dobbs, Executive Vice                 18,800       5,390          5,390     13,963
  President, Chief Operations Officer,
  and Advisory Director

Joe E. Ives, Executive Vice President            12,904      11,616              0     21,878
  and Director

Mary A. Walker, Executive Vice                   20,890       3,300          3,300     30,421
  President and Director

Sheila J. Duffy, President of Sugar              22,100           0             --          0
  Land Branch and Advisory Director

John M. James, Senior Vice President             19,680       2,420              0          0

Robert J. Kramer, President of West              10,000           0             --          0
  Houston Branch and Advisory
  Director
</TABLE>

                                       10
<PAGE>

                              PLAN OF DISTRIBUTION

  The selling stockholders may offer and sell their shares at various times in
one or more of the following transactions:

   .    on the Nasdaq Stock Market or any securities exchange where the common
        stock is listed;
   .    in the over-the-counter market;
   .    in privately negotiated transactions;
   .    by pledge to secure debts and other obligations; or
   .    in a combination of any of the above transactions

   The selling stockholders may sell their shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

   The selling stockholders may use broker-dealers to sell their shares. If this
happens, broker-dealers will receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they act as agents. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described in the
preceding two sentences) on the Nasdaq Stock Market, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive commissions
from the purchasers of such shares.

   We will pay substantially all the expenses incident to this offering of the
shares of common stock by the selling stockholders other than commissions and
discounts of under  writers, dealers or agents.

   In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers.  In addition, in certain states the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.


                                       11
<PAGE>

                                 LEGAL MATTERS

   Snell & Smith, A Professional Corporation, Houston, Texas, will issue an
opinion about the legality of the shares for us and for the selling
stockholders.


                                    EXPERTS

   The consolidated financial statements and schedules of CNBT incorporated in
this prospectus by reference to CNBT's Annual Report on Form 10-K for the year
ended December 31, 1998, have been examined by Mann Frankfort Stein & Lipp,
P.C., independent accountants, to the extent and for the periods indicated in
their report thereon and are incorporated by reference herein in reliance upon
their report given on their authority as experts in accounting and auditing.

                                       12
<PAGE>

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

No one (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in the Prospectus.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby to any person to whom it is
unlawful to make such offer or solicitation.

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


                                 157,450 Shares



                             CNBT BANCSHARES, INC.



                                  COMMON STOCK






                                   PROSPECTUS

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



                                July  ___, 1999

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

<PAGE>

                                    Part II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The following documents are incorporated by reference in the registration
statement:

     (a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

     (c) The descriptions of the registrant's Common Stock which are contained
in the registrant's registration statement filed under section 12 of the
Securities Exchange Act of 1934, including any amendment or reports filed for
the purpose of updating such descriptions.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
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 herein or 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, except as so modified or superseded, to
constitute a part of this registration statement.

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 Bylaws of the Registrant provide that, subject to certain limitations,
its officers and directors (and certain other individuals acting on behalf of
the Registrant) will be indemnified, to the fullest extent permitted by law, by
the Registrant against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by any such 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 Registrant, that his
conduct was in the Registrant's best interests, or (b) in other cases, that his
conduct was at least not opposed to the Registrant's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful.

                                      II-1
<PAGE>

In addition, the Bylaws require the Registrant to indemnify a director or
officer for any action that such director or officer is wholly successful in
defending on the merits.

     The Registrant's Articles of Incorporation provide that a director of the
Registrant will not be liable to the Registrant for monetary damages for an act
or omission in the director's capacity as a director, except to the extent not
permitted by Article 1302-7.06B of the Texas Miscellaneous Corporation Laws Act.
Texas law does not permit exculpation of liability in the case of (i) a breach
of the director's duty of loyalty to the Registrant or the stockholders, (ii) an
act or omission not in good faith that constitutes a breach of duty of the
director to the Registrant 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 action or
omission for which the liability of the director is expressly provided by
statute.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     This registration statement covers the future resale of 18,690 shares of
Common Stock, $1.00, of the Registrant that have been previously issued by the
Registrant to three option holders upon the exercise of stock options. Such
issuances were exempt transactions under Section 4(2) of the Securities Act of
1933, as amended, as they did not involve a public offering.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

       3.1  Articles of Incorporation of the Registrant [Incorporated by
            reference to Exhibit 3.1 to the Form S-4 Registration Statement
            filed April 14 1998, File No. 333-0050039, as amended].

       3.2  Bylaws of the Registrant. [Incorporated by reference to Exhibit 3.2
            to the Form S-4 Registration Statement filed April 14, 1998,
            File No. 333-0050039, as amended].

       5.1  Opinion of Snell & Smith, A Professional Corporation.

      10.1  1992 Stock Option Plan.

      10.2  1994 Stock Option Plan.

      10.3  Form of Stock Option Agreement under option plans.

      23.1  Consent of Mann Frankfort Stein & Lipp, P.C.

                                      II-2
<PAGE>

       23.2  Consent of Snell & Smith, A Professional corporation (included in
             Exhibit 5.1).

       24.1  Powers of Attorney (included on the signature page to this
             Registration Statement).

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 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 paragraph (a)(1)(i) and (a)(1)(ii) shall 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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security

                                      II-3
<PAGE>

holders that is incorporated by reference and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     (f) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 or 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.


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Bellaire, State of Texas, on the 20th day of July,
1999.

                                    CNBT BANCSHARES, INC.

                                    By /s/ B. Ralph Williams
                                      -----------------------------------------
                                           B. Ralph Williams
                                           President and Chief
                                           Executive Officer

                                      II-4
<PAGE>

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. Ralph Williams and Randall W. Dobbs or any
either 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 agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 20th day of July, 1999.

          Name                                    Title
          ----                                    -----

 /s/ Frank G. Cook                      Chairman of the Board (Chief
--------------------------------        Financial Officer)
Frank G. Cook


 /s/ B. Ralph Williams                  President, Chief Executive Officer,
--------------------------------        and Director
B. Ralph Williams

 /s/ Randall W. Dobbs                   Executive Vice President, Chief
--------------------------------        Operations Officer, and Advisory
Randall W. Dobbs                        Director (Chief Accounting Officer)


 /s/ Mary A. Walker                     Executive Vice President and Director
--------------------------------
Mary A. Walker

 /s/ Joe E. Ives                        Executive Vice President and Director
--------------------------------
Joe E. Ives

 /s/ John B. Barnes                     Director
--------------------------------
John B. Barnes


 /s/ William H. Bruecher, Jr.           Director
--------------------------------
William H. Bruecher, Jr.


 /s/ James K. Chancellor                Director
---------------------------------
James K. Chancellor


 /s/ C. Joe Chapman                     Director
---------------------------------
C. Joe Chapman


 /s/ Robert C. Dawson                   Director
---------------------------------
Robert C. Dawson


 /s/ James B. Earthman, III             Director
---------------------------------
James B. Earthman, III


 /s/ Lura M. Griffith                   Director
---------------------------------
Lura M. Griffin

                                      II-5
<PAGE>

 /s/ Alton S. Hollis                    Director
---------------------------------
Alton L. Hollis


 /s/ Larry L. January                   Director
---------------------------------
Larry L. January


 /s/ Albert V. Kochran                  Director
---------------------------------
Albert V. Kochran



 /s/ I.W. Marks                         Director
---------------------------------
I.W. Marks


 /s/ David E. Preng                     Director
---------------------------------
David E. Preng

                                      II-6
<PAGE>

                                 EXHIBIT INDEX


Exhibit                                                                   Page
 3.1      Articles of Incorporation of the Registrant
          [Incorporated by reference to Exhibit 3.1 to the
          Form S-4 Registration Statement filed April 14,
          1998, File No. 333-0050039, as amended].
 3.2      Bylaws of the Registrant [Incorporated by reference to
          Exhibit 3.2 to the Form S-4 Registration Statement
          filed April 14, 1998, File No. 333-0050039, as amended].
 5.1      Opinion of Snell & Smith, A Professional Corporation.
10.1      1992 Stock Option Plan.
10.2      1994 Stock Option Plan.
10.3      Form of Stock Option Agreement under option plans.
23.1      Consent of Mann Frankfort Stein & Lipp, P.C.
23.2      Consent of Snell & Smith, A Professional Corporation
          (included in Exhibit 5.1).
24.1      Powers of Attorney (included on the signature page to this
          Registration Statement).

                                      II-7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 46113}]
{"company-data": {"conformed-name": "CNBT BANCSHARES INC", "cik": "0001058995", "assigned-sic": "6021", "irs-number": "760575813", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-83243", "film-number": "99667019"}, "business-address": {"street1": "5320 BELLAIRE BLVD", "city": "BELLAIRE", "state": "TX", "zip": "77401", "phone": "7136614444"}, "mail-address": {"street1": "5320 BELLAIRE BLVD", "city": "BELLAIRE", "state": "TX", "zip": "77401"}}
As filed with the Securities and Exchange Commission  on July 20, 1999

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

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

              Texas                                           76-0575815
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

                            5320 Bellaire Boulevard
                             Bellaire, Texas 77401
          (Address of principal executive offices, including zip code)

                             1992 STOCK OPTION PLAN
                             1994 STOCK OPTION PLAN
                             1995 STOCK OPTION PLAN
                             1997 STOCK OPTION PLAN
                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                Randall W. Dobbs
                            Executive Vice President
                            5320 Bellaire Boulevard
                             Bellaire, Texas 77401
                    (Name and address of agent for service)

                                 (713) 661-4444
         (Telephone number, including area code, of agent for service)

                                    Copy to:

                                 John T. Unger
                              Snell & Smith, P.C.
                           1000 Louisiana, Suite 1200
                              Houston, Texas 77002

                        CALCULATION OF REGISTRATION FEE
Title of                                           Proposed maximum      Proposed maximum       Amount of
                  securities to be                      Amount to be      offering price          aggregate         registration
                     registered                          registered        per share(1)       offering price (1)       fee(1)
====================================================================================================================================
Common Stock, $1.00                                    10,000 shares             $10.50          $  105,000.00       $  291.90
 par value                                              92,500 shares               9.00             832,500.00        2,314.35
                                                        12,100 shares               6.20              75,020.00          208.56
                                                         9,680 shares               5.79              56,047.20          155.81
                                                        60,324 shares               2.75             165,891.00          461.18
                                                       -------                                     ------------    ------------
                                                       184,604 shares                              1,234,458.20       $3,431.80
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933.
PROSPECTUS

                                 157,450 Shares

                             CNBT BANCSHARES, INC.
                                  Common Stock
                                $1.00 par value

   The stockholders of  CNBT Bancshares, Inc. listed below are offering and
selling up to 157,450 shares of common stock under this prospectus. The selling
stockholders acquired or may acquire their shares through the exercise of
options granted to such individuals pursuant to our stock option plans. Some or
all of the selling stockholders expect to sell their shares.

   The selling stockholders may offer their shares through public or private
transactions, on the Nasdaq Stock Market, in the over-the-counter market, or in
private transactions, at prevailing market prices or at privately negotiated
prices.

   Our common stock is quoted on The Nasdaq Stock Market under the symbol
"CNBT." On July __, 1999, the last reported sale price of the common stock on
the Nasdaq Stock Market was $__.__.

   Investing in the common stock involves risks. See "Risk Factors" starting on
page 9.

   The shares offered are not savings or deposit accounts and are not insured by
the Federal Deposit Insurance Corporation, the bank insurance fund, or any other
governmental agency.

   The shares offered have not been approved by the SEC or any state securities
commission, nor have these organizations determined that this prospectus is
accurate or complete. Any representation to the contrary is a criminal offense.

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

                 The date of this Prospectus is July __, 1999.
TABLE OF CONTENTS

                                                                Page
                                                                ----

Where You Can Find More Information...........................    3
About CNBT Bancshares, Inc....................................    4
Risk Factors..................................................    5
Use of Proceeds...............................................    8
Description of Capital Stock..................................    8
Selling Stockholders..........................................   10
Plan of Distribution..........................................   11
Legal Matters.................................................   12
Experts.......................................................   12

                                       2
WHERE YOU CAN FIND MORE INFORMATION

   We file annual, quarterly and special reports, proxy statements, and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
at the SEC's web site at http://www.sec.gov.

   The reports, proxy statements, and other information concerning CNBT
described above also may be inspected at the offices of The Nasdaq Stock Market,
1735 K Street, N.W., Washington, D.C. 20006-1506.

   The SEC allows us to  "incorporate  by reference"  the  information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus,  and later information that we file
with the SEC will automatically  update and supersede  this  information. We
incorporate by reference  the documents  listed below and any future  filings
made with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934 until the selling stockholders sell all the shares:

 .  Annual Report on Form 10-K for the year ended December 31, 1998;

 .  Quarterly  Report on Form 10-Q for the quarter ended March 31, 1999; and

 .  Proxy Statement dated April 12, 1999.

   You may request a copy of these  filings,  at no cost, by writing or
telephoning us at the following address:

   Randall W. Dobbs, Executive Vice President
   CNBT Bancshares, Inc.
   5320 Bellaire Boulevard
   Bellaire, Texas 77401
   713-661-4444

   This prospectus is part of a registration statement we filed with the SEC
(Registration No. 333-____). You should rely only on the information
incorporated by reference or provided in this prospectus or any supplement. We
have not authorized anyone else to provide you with different information.  The
selling stockholders will not make an offer of these shares in any state where
the offer is not  permitted.  You should not assume that the  information in
this prospectus or any supplement is accurate as of any date other than the date
on the front of those documents.

                                       3
ABOUT CNBT BANCSHARES, INC.

   CNBT is a bank holding company for Citizens National Bank of Texas, a
national banking association that provides a full range of traditional retail
and commercial banking services primarily to individual consumers and small
businesses through six offices in the in the Houston metropolitan area.

   The bank opened in October 1983. CNBT  was incorporated in April 1998, and
the bank was reorganized into a holding company structure effective July 2,
1998. Our main office is located at 5320 Bellaire Boulevard, Bellaire, Texas
77401 and our telephone number is (713) 661-4444. At March 31, 1999, we had
$394.5 million in total assets, $340.5 million in total deposits and total
stockholders' equity of $32.5 million.

   We adhere to a community banking philosophy that emphasizes accessible,
service-oriented, relationship banking.  We believe that this commitment,
together with our conservative lending and prudent investment policies, are
important factors in our success and growth.  Our high quality personal service
and responsiveness to customer needs has attracted numerous customers from
larger regional banks.  We believe that the continued acquisitions of local
banks by out of state organizations present additional opportunities to attract
customers who prefer to work with a local community bank or who have experienced
a decline in personal service from the out of state banks.

   As a full service commercial bank, we offer an array of lending and deposit
services to our retail and commercial customers.  Our primary lending focus is
on small business, commercial and residential real estate, and consumer loans.
We generally seek a mix of 50% consumer loans, 25% small business loans, and 25%
real estate loans.  Loan demand and maturities may cause the actual percentage
of loans in any category to vary from the proposed mix. As a service to our
customers, we also offer home computer banking, provide on-site access to
conventional mortgage loans through its subsidiary CNB Mortgage Company, and
provide in-house check printing.

                                       4
RISK FACTORS

   In addition to the other information set forth in this Prospectus, the
following factors should be considered by prospective investors when evaluating
a investment in the common stock.

INTEREST RATE RISK

   Our earnings depend to a substantial extent on "rate differentials", i.e.,
the differences between the income we earn on loans, securities, and other
earning assets, and the interest expense we pay to obtain deposits and other
liabilities. These rates are highly sensitive to many factors that are beyond
our control, including general economic conditions and the policies of various
governmental and regulatory authorities. Increases in the discount rate by the
Federal Reserve Board usually lead to rising interest rates, which affect our
interest income, interest expense, and securities portfolio. Also, governmental
policies, such as the creation of a tax deduction for individual retirement
accounts, can increase savings and affect our cost of funds. From time to time,
maturities of assets and liabilities are not balanced and a rapid increase in
interest rates could have an adverse effect on our net interest margin and
results of operations. To the extent that we maintain a significant percentage
of our assets in investment securities, a rapid increase or decrease in interest
rates could have a greater adverse effect on our net interest margin and results
of operation.  The nature, timing, and effect of any future changes in federal
monetary and fiscal policies on our results of operations are not predictable.

EXPOSURE TO LOCAL ECONOMIC CONDITIONS

   Our success is dependent to a significant extent upon general economic
conditions in the Houston metropolitan area. The banking industry in Texas and
Houston is affected by general economic conditions such as inflation, recession,
unemployment, and other factors beyond the our control. During the mid-1980's,
severely depressed oil and gas and real estate prices materially and adversely
affected the Texas and Houston economies, causing recession and unemployment in
the region and resulting in excess vacancies in the Houston real estate market
and elsewhere in the State. Since 1987, the local economy has improved in part
due to its expansion into non-energy related industries. As the Houston economy
has diversified away from the energy industry, however, it has become more
susceptible to adverse effects resulting from recession in the national economy.
Economic recession over a prolonged period of time in the Houston area could
cause significant increases in nonperforming assets, thereby causing operating
losses, impairing liquidity, and eroding capital. There can be no assurance that
future adverse changes in the local economy would not have a material adverse
effect on our financial condition, results of operations or cash flows.

                                       5
COMPETITION

   The banking business is highly competitive and our profitability depends
principally upon our ability to compete in the Houston metropolitan area. In
addition to competing with other commercial and savings banks and savings and
loan associations, we compete with credit unions, finance companies, mutual
funds, insurance companies, brokerage and investment banking firms, asset-based
non-bank lenders, and certain other non-financial entities, including retail
stores that may maintain their own credit programs, and governmental
organizations that may offer subsidized financing at lower rates than those we
offer. Many of our competitors have significantly greater financial and other
resources and higher lending limits than we have. Although we have been able to
compete effectively in the past, no assurance can be given that we will continue
to be able to compete effectively in the future. Various legislative acts in
recent years have led to increased competition among financial institutions.
There can be no assurance that Congress or the Texas legislature will not enact
legislation that may further increase competitive pressures on us. Competition
from both financial and non-financial institutions is expected to continue.

SUPERVISION AND REGULATION

   We operate in a highly regulated environment and is subject to extensive
supervision and examination by federal and state regulatory agencies.  As a bank
holding company we are subject to regulation and supervision by the Federal
Reserve Board. The bank, as a national banking association, is subject to
regulation and supervision by the Office of the Comptroller of the Currency
(OCC) and, as a result of the insurance of its deposits, the Federal Deposit
Insurance Corporation (FDIC). These regulations are intended primarily for the
protection of depositors and customers, rather than for the benefit of
investors. We are subject to changes in federal and state law, as well as
changes in regulation and governmental policies, income tax laws and accounting
principles. The effects of any potential changes cannot be predicted but could
adversely affect our business and operations in the future.

DIVIDEND HISTORY AND RESTRICTIONS ON ABILITY TO PAY DIVIDENDS

   While we have paid dividends each year since 1986 and in the future plan to
pay dividends based on our earnings and capital requirements, there is no
assurance that we will pay dividends in the future. Our ability to pay dividends
is subject to restrictions imposed by federal banking laws, regulations, and
authorities. Without approval of the OCC, dividends from the bank to the holding
company in any calendar year may not exceed the bank's net income for that year,
plus its retained net income for the preceding two years, less any required
transfers to capital surplus or to a fund for the retirement of any preferred
stock. In addition, a dividend may not be paid in excess of a bank's undivided
profits. Under these restrictions, as of January 1, 1999, approximately $2.8
million was available for payment of dividends (without prior regulatory
approval).

                                       6
The federal banking statutes also prohibit a national bank from making any
capital distribution (including a dividend payment) if, after making the
distribution, the institution would be "undercapitalized," as defined by
statute. In addition, the relevant federal regulatory agencies also have
authority to prohibit a national bank from engaging in an unsafe or unsound
practice as determined by the agency in conducting its business. The payment of
dividends could be deemed to constitute such an unsafe or unsound practice,
depending upon our financial condition. Regulatory authorities could also impose
administratively stricter limitations on our ability to pay dividends if such
limits were deemed appropriate by such regulatory authorities to preserve the
bank's capital.

DEPENDENCE ON KEY PERSONNEL

   We are  dependent on certain key personnel, including Frank G. Cook, B. Ralph
Williams, Randall W. Dobbs, Joseph E. Ives, Mary A. Walker, Sheila J. Duffy,
Robert J. Kramer, and John M. James, each of whom has relationships with our
customers that we consider important to our business. The loss of such
individuals or other members of senior management could have an adverse effect
on our and profitability. We currently do not have employment contracts with any
of these officers.

CERTAIN CHARTER AND BYLAW PROVISIONS

   Our articles of incorporation and bylaws contain certain provisions that
could delay, discourage or prevent an attempted acquisition or change of control
of CNBT. These provisions include a provision establishing certain advance
notice procedures for nomination of candidates for election as directors and for
stockholder proposals to be considered at an annual meeting of stockholders and
for stockholder proposals to be considered at an annual meeting.

MANAGEMENT'S OWNERSHIP INTEREST AND POSSIBLE EFFECTS

   Our directors and executive officers will beneficially own approximately
29.5% of the outstanding shares of common stock.  Accordingly, such individuals
will be able to influence, to a significant extent, the outcome of matters
required to be submitted to stockholders for approval, including decisions
relating to the election of directors, the determination of day-to-day
management policies, and other significant transactions, which may include
taking actions that may be inconsistent with the interests of non-affiliated
stockholders.

REGULATION OF CONTROL

   Any person (individual or entity),  alone or acting in concert, seeking to
acquire 25% or more of any class of voting securities of, or otherwise to
acquire "control" of, the CNBT is required to seek the prior approval of the
Federal Reserve Board under the Change in Bank Control Act and regulations. The
Federal Reserve Board will presume, unless rebutted, that an

                                       7
acquisition or other disposition of voting securities of CNBT through which any
person alone or acting in concert with other persons, proposes to acquire
ownership of, or the power to vote, 10% or more of a class of voting securities
of CNBT constitutes the acquisition of "control" of CNBT. In such event, such
acquiring person or persons would be required to obtain the approval of the
Federal Reserve Board.

                                USE OF PROCEEDS

   All net proceeds from the sale of shares by the selling stockholders will go
to the selling stockholders who offer and sell their shares. Accordingly, CNBT
will not receive any proceeds from the sale of such shares.

   CNBT will receive approximately $981,000 upon exercise of the stock options
underlying the shares of common stock that may be sold by the selling
stockholders.  The proceeds received by CNBT will be used for general corporate
purposes.

                          DESCRIPTION OF CAPITAL STOCK

   As of the date of this prospectus, our Articles of Incorporation authorize us
to issue 30,000,000 shares of Common Stock, $1.00 par value per share. As of
March 31, 1999. 4,911,117 shares of common stock were outstanding. The
statements are brief summaries of certain provisions of our Articles of
Incorporation and bylaws copies of which have been incorporated by reference as
an exhibit to the Registration Statement of which this prospectus is a part, and
are qualified in their entirety by reference to such documents.

COMMON STOCK

   The holders of the common stock are entitled to one vote for each share owned
on all matter that require their vote. Holders of common stock may not cumulate
their votes for the election of directors and do not have preemptive rights to
acquire any additional, unissued, or treasury shares of CNBT, or securities
convertible into or carrying a right to subscribe to or acquire shares of CNBT.

   Holders of common stock will be entitled to receive dividends out of funds
legally available therefor, if and when properly declared by the Board of
Directors. See "Risk Factors -- Restrictions on Ability to Pay Dividends."

   If we liquidate, dissolve, or wind up our business, the holders of common
stock will share pro rata in any distribution of assets after all of our
indebtedness has been retired.

                                       8
CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS

   Certain provisions of our Articles of Incorporation and bylaws could make
more difficult our acquisition by means of a tender offer or a proxy contest or
otherwise and the removal of incumbent officers and directors. These provisions
are intended to discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
CNBT to negotiate first with CNBT.

    Advance Notice of Stockholder Proposals and Nominations.  Our bylaws
establish advance notice procedures for stockholders to make nominations of
candidates for election as directors or bring other business before an annual
meeting of stockholders. The stockholder notice procedures provide that only
persons who are nominated by, or at the direction of, the Board of Directors, or
by a stockholder who has given timely written notice to the Secretary of CNBT
prior to the meeting at which directors are to be elected, will be eligible for
election as directors and that, at an annual meeting, only such business may be
conducted as has been brought before the meeting by, or at the direction of, the
Board of Directors or by a stockholder who has given timely written notice to
the Secretary of CNBT of such stockholder's intention to bring such business
before such meeting.

   The stockholder notice procedure may have the effect of precluding a contest
for the election of directors or the consideration of stockholder proposals if
the proper procedures are not followed, and of discouraging or deterring a third
party from conducting a solicitation of proxies to elect its own slate of
directors or to approve its own proposal, without regard to whether
consideration of such nominees or proposals might be harmful or beneficial to
CNBT and its stockholders.

                                       9
SELLING STOCKHOLDERS

   This prospectus relates to the reoffer and resale of an aggregate of 157,450
shares of Common Stock acquired or to be acquired by B. Ralph Williams, Frank G.
Cook, Randall W. Dobbs, Joe E. Ives, Mary A. Walker, Sheila J. Duffy, John M.
James, Robert J. Kramer (each of whom may be considered to be an affiliate of
CNBT pursuant to Rule 405 of the Commission) upon the exercise of options
granted to such persons pursuant to our 1992, 1994, 1995, 1997, and 1998 stock
option plans.

   As of June 30, 1999, such officers and directors have been granted options or
acquired shares under the stock option plans, as follows:
Other Shares
                                              Options                                 Owned
                                              Granted                   Option      Before and
                                                and        Options      Shares      After the
Name and Position                           Unexercised   Exercised      Owned       Offering
-----------------------------------------   -----------   ---------   ------------   --------
B. Ralph Williams, President and                 29,040      10,000         10,000     71,769
  Chief Executive Officer

Frank G. Cook, Chairman of the                   10,000           0             --    159,216
  Board

Randall W. Dobbs, Executive Vice                 18,800       5,390          5,390     13,963
  President, Chief Operations Officer,
  and Advisory Director

Joe E. Ives, Executive Vice President            12,904      11,616              0     21,878
  and Director

Mary A. Walker, Executive Vice                   20,890       3,300          3,300     30,421
  President and Director

Sheila J. Duffy, President of Sugar              22,100           0             --          0
  Land Branch and Advisory Director

John M. James, Senior Vice President             19,680       2,420              0          0

Robert J. Kramer, President of West              10,000           0             --          0
  Houston Branch and Advisory
  Director
10
PLAN OF DISTRIBUTION

  The selling stockholders may offer and sell their shares at various times in
one or more of the following transactions:

   .    on the Nasdaq Stock Market or any securities exchange where the common
        stock is listed;
   .    in the over-the-counter market;
   .    in privately negotiated transactions;
   .    by pledge to secure debts and other obligations; or
   .    in a combination of any of the above transactions

   The selling stockholders may sell their shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.

   The selling stockholders may use broker-dealers to sell their shares. If this
happens, broker-dealers will receive discounts or commissions from the selling
stockholders, or they will receive commissions from purchasers of shares for
whom they act as agents. Broker-dealers who acquire shares as principal may
thereafter resell such shares from time to time in transactions (which may
involve cross and block transactions and which may involve sales to and through
other broker-dealers, including transactions of the nature described in the
preceding two sentences) on the Nasdaq Stock Market, in negotiated transactions
or otherwise, at market prices prevailing at the time of sale or at negotiated
prices, and in connection with such resales may pay to or receive commissions
from the purchasers of such shares.

   We will pay substantially all the expenses incident to this offering of the
shares of common stock by the selling stockholders other than commissions and
discounts of under  writers, dealers or agents.

   In order to comply with certain states' securities laws, if applicable, the
common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers.  In addition, in certain states the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is complied with.

                                       11
LEGAL MATTERS

   Snell & Smith, A Professional Corporation, Houston, Texas, will issue an
opinion about the legality of the shares for us and for the selling
stockholders.

                                    EXPERTS

   The consolidated financial statements and schedules of CNBT incorporated in
this prospectus by reference to CNBT's Annual Report on Form 10-K for the year
ended December 31, 1998, have been examined by Mann Frankfort Stein & Lipp,
P.C., independent accountants, to the extent and for the periods indicated in
their report thereon and are incorporated by reference herein in reliance upon
their report given on their authority as experts in accounting and auditing.

                                       12
--------------------------

No one (including any salesman or broker) is authorized to provide oral or
written information about this offering that is not included in the Prospectus.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities offered hereby to any person to whom it is
unlawful to make such offer or solicitation.

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

                                 157,450 Shares

                             CNBT BANCSHARES, INC.

                                  COMMON STOCK

                                   PROSPECTUS

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

                                July  ___, 1999

                          --------------------------
Part II

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

   The following documents are incorporated by reference in the registration
statement:

     (a) The registrant's latest annual report on Form 10-K, or, if the
financial statements therein are more current, the registrant's latest
prospectus, other than the prospectus of which this document is a part, filed
pursuant to rule 424(b) or (c) of the Securities Exchange Commission under the
Securities Act of 1933.

     (b) All other reports filed by the registrant pursuant to sections 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report or the prospectus referred to in (a) above.

     (c) The descriptions of the registrant's Common Stock which are contained
in the registrant's registration statement filed under section 12 of the
Securities Exchange Act of 1934, including any amendment or reports filed for
the purpose of updating such descriptions.

     All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to the registration statement which
indicates that all of the shares of common stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to be
incorporated by reference in the registration statement and to be a part hereof
from the date of filing of such documents.  Any statement contained in a
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 herein or 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, except as so modified or superseded, to
constitute a part of this registration statement.

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 Bylaws of the Registrant provide that, subject to certain limitations,
its officers and directors (and certain other individuals acting on behalf of
the Registrant) will be indemnified, to the fullest extent permitted by law, by
the Registrant against judgments, penalties, fines, settlements and reasonable
expenses actually incurred by any such 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 Registrant, that his
conduct was in the Registrant's best interests, or (b) in other cases, that his
conduct was at least not opposed to the Registrant's best interests, and (iii)
in the case of any criminal proceeding, had no reasonable cause to believe that
his conduct was unlawful.

                                      II-1
In addition, the Bylaws require the Registrant to indemnify a director or
officer for any action that such director or officer is wholly successful in
defending on the merits.

     The Registrant's Articles of Incorporation provide that a director of the
Registrant will not be liable to the Registrant for monetary damages for an act
or omission in the director's capacity as a director, except to the extent not
permitted by Article 1302-7.06B of the Texas Miscellaneous Corporation Laws Act.
Texas law does not permit exculpation of liability in the case of (i) a breach
of the director's duty of loyalty to the Registrant or the stockholders, (ii) an
act or omission not in good faith that constitutes a breach of duty of the
director to the Registrant 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 action or
omission for which the liability of the director is expressly provided by
statute.

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

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     This registration statement covers the future resale of 18,690 shares of
Common Stock, $1.00, of the Registrant that have been previously issued by the
Registrant to three option holders upon the exercise of stock options. Such
issuances were exempt transactions under Section 4(2) of the Securities Act of
1933, as amended, as they did not involve a public offering.

ITEM 8.  EXHIBITS.

     Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:

       3.1  Articles of Incorporation of the Registrant [Incorporated by
            reference to Exhibit 3.1 to the Form S-4 Registration Statement
            filed April 14 1998, File No. 333-0050039, as amended].

       3.2  Bylaws of the Registrant. [Incorporated by reference to Exhibit 3.2
            to the Form S-4 Registration Statement filed April 14, 1998,
            File No. 333-0050039, as amended].

       5.1  Opinion of Snell & Smith, A Professional Corporation.

      10.1  1992 Stock Option Plan.

      10.2  1994 Stock Option Plan.

      10.3  Form of Stock Option Agreement under option plans.

      23.1  Consent of Mann Frankfort Stein & Lipp, P.C.

                                      II-2
23.2  Consent of Snell & Smith, A Professional corporation (included in
             Exhibit 5.1).

       24.1  Powers of Attorney (included on the signature page to this
             Registration Statement).

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 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 paragraph (a)(1)(i) and (a)(1)(ii) shall 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
          Securities Exchange Act of 1934 that are incorporated by reference in
          the registration statement.

          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     (e) The undersigned registrant hereby undertakes to deliver or cause to be
delivered with the prospectus, to each person to whom the prospectus is sent or
given, the latest annual report to security

                                      II-3
holders that is incorporated by reference and furnished pursuant to and meeting
the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act
of 1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or
cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.

     (f) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 or 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.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Bellaire, State of Texas, on the 20th day of July,
1999.

                                    CNBT BANCSHARES, INC.

                                    By /s/ B. Ralph Williams
                                      -----------------------------------------
                                           B. Ralph Williams
                                           President and Chief
                                           Executive Officer

                                      II-4
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. Ralph Williams and Randall W. Dobbs or any
either 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 agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the 20th day of July, 1999.

          Name                                    Title
          ----                                    -----

 /s/ Frank G. Cook                      Chairman of the Board (Chief
--------------------------------        Financial Officer)
Frank G. Cook

 /s/ B. Ralph Williams                  President, Chief Executive Officer,
--------------------------------        and Director
B. Ralph Williams

 /s/ Randall W. Dobbs                   Executive Vice President, Chief
--------------------------------        Operations Officer, and Advisory
Randall W. Dobbs                        Director (Chief Accounting Officer)

 /s/ Mary A. Walker                     Executive Vice President and Director
--------------------------------
Mary A. Walker

 /s/ Joe E. Ives                        Executive Vice President and Director
--------------------------------
Joe E. Ives

 /s/ John B. Barnes                     Director
--------------------------------
John B. Barnes

 /s/ William H. Bruecher, Jr.           Director
--------------------------------
William H. Bruecher, Jr.

 /s/ James K. Chancellor                Director
---------------------------------
James K. Chancellor

 /s/ C. Joe Chapman                     Director
---------------------------------
C. Joe Chapman

 /s/ Robert C. Dawson                   Director
---------------------------------
Robert C. Dawson

 /s/ James B. Earthman, III             Director
---------------------------------
James B. Earthman, III

 /s/ Lura M. Griffith                   Director
---------------------------------
Lura M. Griffin

                                      II-5
/s/ Alton S. Hollis                    Director
---------------------------------
Alton L. Hollis

 /s/ Larry L. January                   Director
---------------------------------
Larry L. January

 /s/ Albert V. Kochran                  Director
---------------------------------
Albert V. Kochran

 /s/ I.W. Marks                         Director
---------------------------------
I.W. Marks

 /s/ David E. Preng                     Director
---------------------------------
David E. Preng

                                      II-6
EXHIBIT INDEX

Exhibit                                                                   Page
 3.1      Articles of Incorporation of the Registrant
          [Incorporated by reference to Exhibit 3.1 to the
          Form S-4 Registration Statement filed April 14,
          1998, File No. 333-0050039, as amended].
 3.2      Bylaws of the Registrant [Incorporated by reference to
          Exhibit 3.2 to the Form S-4 Registration Statement
          filed April 14, 1998, File No. 333-0050039, as amended].
 5.1      Opinion of Snell & Smith, A Professional Corporation.
10.1      1992 Stock Option Plan.
10.2      1994 Stock Option Plan.
10.3      Form of Stock Option Agreement under option plans.
23.1      Consent of Mann Frankfort Stein & Lipp, P.C.
23.2      Consent of Snell & Smith, A Professional Corporation
          (included in Exhibit 5.1).
24.1      Powers of Attorney (included on the signature page to this
          Registration Statement).

                                      II-7