<PAGE>

  As filed with the Securities and Exchange Commission on September 28, 2001.

                                                 Registration No. 333-__________


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                       REPUBLIC BANCSHARES OF TEXAS, INC.
             (Exact name of registrant as specified in its charter)

               TEXAS                                        76-0691991
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                              6809 FM 1960 WEST
                            HOUSTON, TEXAS 77069
                                281-315-1100
            (Address of registrant's Principal Executive Offices)

                     REPUBLIC BANCSHARES OF TEXAS, INC.
                           1998 STOCK OPTION PLAN
                            (Full Title of Plan)

                                 C. P. BRYAN
                           CHIEF EXECUTIVE OFFICER
                              6809 FM 1960 WEST
                             HOUSTON, TEXAS 77069
                  (Name, and address of agent for service)

                                  281-315-1100
         (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(1)(2)        FEE
-------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                <C>                  <C>                     <C>
Common Stock, par value $1.00 per share            322,000            $10.00(3)            $3,552,895               $889
                                                                      $12.50(4)
                                                                      $14.00(5)
                                                                      $11.47(6)
=========================================================================================================================
</TABLE>

(1)  This Registration Statement shall also include any additional shares of
     common stock issuable pursuant to the antidilution provisions of the
     Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h).

(3)  148,000 shares under the Plan are valued at an exercise price of $10.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(4)  67,500 shares under the Plan are valued at an exercise price of $12.50
     pursuant to options to acquire such shares which are outstanding under the
     Plan.

(5)  3,000 shares under the Plan are valued at an exercise price of $14.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.
<PAGE>

(6)  103,500 shares are not presently subject to awards under the plan and the
     registration fee for these shares was calculated based on the book value of
     a share of Republic Bancshares of Texas, Inc. common stock as of August 31,
     2001, which was $11.47.


                                     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-2
<PAGE>

                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     . the Annual Report on Form 10-KSB of Republic National Bank (the "Bank")
       for the fiscal year ended December 31, 2000 filed with the Office of the
       Comptroller of the Currency, included as Exhibit 99.1 to the Company's
       Form 8-K filed with the Securities and Exchange Commission (the
       "Commission") on September 27, 2001;

     . the Bank's Quarterly Report on Form 10-QSB for the quarter ended March
       31, 2001 as filed with the Office of the Comptroller of the Currency,
       included as Exhibit 99.2 to the Company's Form 8-K filed with the
       Commission on September 27, 2001;

     . the Bank's Quarterly Report on Form 10-QSB for the quarter ended June 30,
       2001 as filed with the Office of the Comptroller of the Currency,
       included as Exhibit 99.3 to the Company's Form 8-K filed with the
       Commission on September 27, 2001; and

     . the description of the Company's common stock, par value $1.00 per share,
       contained in the Company's Current Report on Form 8-K filed with the
       Commission on September 27, 2001, including any amendment or report filed
       for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the 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
superseded 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 Articles of Incorporation (the "Articles of Incorporation")
and Bylaws ("Bylaws") provide that the Company may indemnify any officer,
director, employee or agent of the Company and certain other individuals to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA").  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

                                     II-1
<PAGE>

or officer of the corporation, that his conduct was in the corporation's best
interests or (b) in the case of other situations, that his conduct was at least
not opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. In addition, the TBCA requires a corporation to indemnify a director
or officer for any action that such director or officer is wholly successful in
defending on the merits.

     The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law.  Texas law does not permit exculpation of liability in the
case of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that 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, to the
extent 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.

EXHIBIT
NUMBER                                      DESCRIPTION OF EXHIBIT
-------                                     ----------------------
       4.1    Articles of Incorporation of the Company (incorporated herein by
              reference to Exhibit 3.1 of the Company's Form 8-K filed with the
              Securities and Exchange Commission on September 27, 2001 (the
              "Form 8-K")).

       4.2    Bylaws of the Company (incorporated herein by reference to Exhibit
              3.2 to the Form 8-K).

       4.3    Form of Certificate representing shares of Common Stock
              (incorporated herein by reference to Exhibit 4.1 to the Form 8-K).

       4.4*+  Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

       5.1*   Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
              securities being registered.

      23.1*   Consent of KPMG LLP

      23.2*   Consent of Bracewell & Patterson, L.L.P. (included in the opinion
              to be filed as Exhibit 5.1 to this Registration Statement on Form
              S-8).

      24.1    Power of Attorney of the Directors and Officers of Republic
              Bancshares of Texas, Inc. (included on the signature page of this
              Form S-8 and incorporated herein by reference).
_____________
*   Filed herewith.
+   Management Compensation Agreement.


                                     II-2
<PAGE>

ITEM 9.   UNDERTAKINGS.

     (a) The undersigned Company 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 Office of the Comptroller of the Currency pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer

                                     II-3
<PAGE>

or controlling person in connection with the securities being registered, the
Company 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 COMPANY 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 SEPTEMBER 28, 2001.

                                    REPUBLIC BANCSHARES OF TEXAS, INC.
                                    (Registrant)


                                    By: /s/ C. P. Bryan
                                        -------------------------------
                                        C. P. Bryan
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
C. P. Bryan and Stanley H. Florance, 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 on Form S-8 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, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 28/TH/ DAY OF SEPTEMBER, 2001.

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

/s/ C. P. Bryan                          President and Chief Executive Officer
--------------------------------------   (principal executive officer)
C. P. Bryan

/s/ Stanley H. Florance                  Executive Vice President and Chief
--------------------------------------   Financial Officer (principal financial
Stanley H. Florance                      officer/principal accounting officer)

/s/ William H. Gray                      Director
--------------------------------------
William H. Gray

/s/ Donn C. Fullenweider                 Director
--------------------------------------
Donn C. Fullenweider


                                     II-5
<PAGE>

/s/ James C. Hassell                       Director
--------------------------------------
James C. Hassell

/s/ Wayne C. Owen                          Director
--------------------------------------
Wayne C. Owen





                                     II-6
<PAGE>

                                 EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
--------------                      -----------

EXHIBIT
NUMBER                                   DESCRIPTION OF EXHIBIT
-------                                  ----------------------
       4.1   Articles of Incorporation of the Company (incorporated herein by
             reference to Exhibit 3.1 of the Company's Form 8-K filed with the
             Securities and Exchange Commission on September 27, 2001 (the "Form
             8-K")).

       4.2   Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Form 8-K).

       4.3   Form of Certificate representing shares of Common Stock
             (incorporated herein by reference to Exhibit 4.1 to the Form 8-K).

       4.4*+ Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

       5.1*  Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
             securities being registered.

      23.1*  Consent of KPMG LLP

      23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
             to be filed as Exhibit 5.1 to this Registration Statement on
             Form S-8).

      24.1   Power of Attorney of the Directors and Officers of Republic
             Bancshares of Texas, Inc. (included on the signature page of this
             Form S-8 and incorporated herein by reference).
_____________
*   Filed herewith.
+   Management Compensation Agreement.



                                     II-7
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21381}]
{"company-data": {"conformed-name": "REPUBLIC BANCSHARES OF TEXAS INC", "cik": "0001160206", "assigned-sic": "6770", "irs-number": "760691991"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70458", "film-number": "1748161"}, "business-address": {"street1": "6809 FM 1960 WEST", "city": "HOUSTON", "state": "TX", "zip": "77069", "phone": "2813151100"}}
As filed with the Securities and Exchange Commission on September 28, 2001.

                                                 Registration No. 333-__________

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

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

                       REPUBLIC BANCSHARES OF TEXAS, INC.
             (Exact name of registrant as specified in its charter)

               TEXAS                                        76-0691991
    (State or other jurisdiction                         (I.R.S. Employer
  of incorporation or organization)                   Identification Number)

                              6809 FM 1960 WEST
                            HOUSTON, TEXAS 77069
                                281-315-1100
            (Address of registrant's Principal Executive Offices)

                     REPUBLIC BANCSHARES OF TEXAS, INC.
                           1998 STOCK OPTION PLAN
                            (Full Title of Plan)

                                 C. P. BRYAN
                           CHIEF EXECUTIVE OFFICER
                              6809 FM 1960 WEST
                             HOUSTON, TEXAS 77069
                  (Name, and address of agent for service)

                                  281-315-1100
         (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(1)(2)        FEE
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00 per share            322,000            $10.00(3)            $3,552,895               $889
                                                                      $12.50(4)
                                                                      $14.00(5)
                                                                      $11.47(6)
=========================================================================================================================
(1)  This Registration Statement shall also include any additional shares of
     common stock issuable pursuant to the antidilution provisions of the
     Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

(2)  Estimated solely for purposes of calculating the registration fee in
     accordance with Rule 457(h).

(3)  148,000 shares under the Plan are valued at an exercise price of $10.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.

(4)  67,500 shares under the Plan are valued at an exercise price of $12.50
     pursuant to options to acquire such shares which are outstanding under the
     Plan.

(5)  3,000 shares under the Plan are valued at an exercise price of $14.00
     pursuant to options to acquire such shares which are outstanding under the
     plan.
(6)  103,500 shares are not presently subject to awards under the plan and the
     registration fee for these shares was calculated based on the book value of
     a share of Republic Bancshares of Texas, Inc. common stock as of August 31,
     2001, which was $11.47.

                                     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-2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

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

     . the Annual Report on Form 10-KSB of Republic National Bank (the "Bank")
       for the fiscal year ended December 31, 2000 filed with the Office of the
       Comptroller of the Currency, included as Exhibit 99.1 to the Company's
       Form 8-K filed with the Securities and Exchange Commission (the
       "Commission") on September 27, 2001;

     . the Bank's Quarterly Report on Form 10-QSB for the quarter ended March
       31, 2001 as filed with the Office of the Comptroller of the Currency,
       included as Exhibit 99.2 to the Company's Form 8-K filed with the
       Commission on September 27, 2001;

     . the Bank's Quarterly Report on Form 10-QSB for the quarter ended June 30,
       2001 as filed with the Office of the Comptroller of the Currency,
       included as Exhibit 99.3 to the Company's Form 8-K filed with the
       Commission on September 27, 2001; and

     . the description of the Company's common stock, par value $1.00 per share,
       contained in the Company's Current Report on Form 8-K filed with the
       Commission on September 27, 2001, including any amendment or report filed
       for the purpose of updating such description.

     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), subsequent to the 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
superseded 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 Articles of Incorporation (the "Articles of Incorporation")
and Bylaws ("Bylaws") provide that the Company may indemnify any officer,
director, employee or agent of the Company and certain other individuals to the
fullest extent permitted by Article 2.02-1 of the Texas Business Corporation Act
("TBCA").  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

                                     II-1
or officer of the corporation, that his conduct was in the corporation's best
interests or (b) in the case of other situations, that his conduct was at least
not opposed to the corporation's best interests, and (iii) in the case of any
criminal proceeding, had no reasonable cause to believe that his conduct was
unlawful. In addition, the TBCA requires a corporation to indemnify a director
or officer for any action that such director or officer is wholly successful in
defending on the merits.

     The Company's Articles of Incorporation provide that a director of the
Company will not be liable to the corporation for monetary damages for an act or
omission in the director's capacity as a director, except to the extent not
permitted by law.  Texas law does not permit exculpation of liability in the
case of (i) a breach of the director's duty of loyalty to the corporation or its
shareholders, (ii) an act or omission not in good faith that 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, to the
extent 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.

EXHIBIT
NUMBER                                      DESCRIPTION OF EXHIBIT
-------                                     ----------------------
       4.1    Articles of Incorporation of the Company (incorporated herein by
              reference to Exhibit 3.1 of the Company's Form 8-K filed with the
              Securities and Exchange Commission on September 27, 2001 (the
              "Form 8-K")).

       4.2    Bylaws of the Company (incorporated herein by reference to Exhibit
              3.2 to the Form 8-K).

       4.3    Form of Certificate representing shares of Common Stock
              (incorporated herein by reference to Exhibit 4.1 to the Form 8-K).

       4.4*+  Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

       5.1*   Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
              securities being registered.

      23.1*   Consent of KPMG LLP

      23.2*   Consent of Bracewell & Patterson, L.L.P. (included in the opinion
              to be filed as Exhibit 5.1 to this Registration Statement on Form
              S-8).

      24.1    Power of Attorney of the Directors and Officers of Republic
              Bancshares of Texas, Inc. (included on the signature page of this
              Form S-8 and incorporated herein by reference).
_____________
*   Filed herewith.
+   Management Compensation Agreement.

                                     II-2
ITEM 9.   UNDERTAKINGS.

     (a) The undersigned Company 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 Office of the Comptroller of the Currency pursuant to
               Rule 424(b) if, in the aggregate, the changes in volume and price
               represent no more than a 20% 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 Company 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 Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

     (h) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer

                                     II-3
or controlling person in connection with the securities being registered, the
Company 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 COMPANY 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 SEPTEMBER 28, 2001.

                                    REPUBLIC BANCSHARES OF TEXAS, INC.
                                    (Registrant)

                                    By: /s/ C. P. Bryan
                                        -------------------------------
                                        C. P. Bryan
                                        President and Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints
C. P. Bryan and Stanley H. Florance, 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 on Form S-8 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, AS AMENDED,
THIS REGISTRATION STATEMENT OR AMENDMENT HAS BEEN SIGNED BY THE FOLLOWING
PERSONS IN THE CAPACITIES INDICATED AND ON THE 28/TH/ DAY OF SEPTEMBER, 2001.

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

/s/ C. P. Bryan                          President and Chief Executive Officer
--------------------------------------   (principal executive officer)
C. P. Bryan

/s/ Stanley H. Florance                  Executive Vice President and Chief
--------------------------------------   Financial Officer (principal financial
Stanley H. Florance                      officer/principal accounting officer)

/s/ William H. Gray                      Director
--------------------------------------
William H. Gray

/s/ Donn C. Fullenweider                 Director
--------------------------------------
Donn C. Fullenweider

                                     II-5
/s/ James C. Hassell                       Director
--------------------------------------
James C. Hassell

/s/ Wayne C. Owen                          Director
--------------------------------------
Wayne C. Owen

                                     II-6
EXHIBIT INDEX

EXHIBIT NUMBER                      DESCRIPTION
--------------                      -----------

EXHIBIT
NUMBER                                   DESCRIPTION OF EXHIBIT
-------                                  ----------------------
       4.1   Articles of Incorporation of the Company (incorporated herein by
             reference to Exhibit 3.1 of the Company's Form 8-K filed with the
             Securities and Exchange Commission on September 27, 2001 (the "Form
             8-K")).

       4.2   Bylaws of the Company (incorporated herein by reference to Exhibit
             3.2 to the Form 8-K).

       4.3   Form of Certificate representing shares of Common Stock
             (incorporated herein by reference to Exhibit 4.1 to the Form 8-K).

       4.4*+ Republic Bancshares of Texas, Inc. 1998 Stock Option Plan.

       5.1*  Opinion of Bracewell & Patterson, L.L.P. as to the legality of the
             securities being registered.

      23.1*  Consent of KPMG LLP

      23.2*  Consent of Bracewell & Patterson, L.L.P. (included in the opinion
             to be filed as Exhibit 5.1 to this Registration Statement on
             Form S-8).

      24.1   Power of Attorney of the Directors and Officers of Republic
             Bancshares of Texas, Inc. (included on the signature page of this
             Form S-8 and incorporated herein by reference).
_____________
*   Filed herewith.
+   Management Compensation Agreement.

                                     II-7