<PAGE>

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

                                                   Registration  No. 333-_______
================================================================================

                      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. EMPLOYEE STOCK PURCHASE 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
           Title of                  Amount to          Offering             Maximum Aggregate        Amount of
  Securities to be Registered     be registered(1)   Price Per Share (2)       Offering Price(2)   Registration Fee
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>                <C>                     <C>                   <C>
 Common Stock, par value $1.00
           per share                  300,000             $11.47                 $3,441,000              $861
=====================================================================================================================
</TABLE>

(1)  Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
     to the maximum number of the registrant's securities issuable under the
     Republic Bancshares of Texas, Inc. Employee Stock Purchase Plan (the
     "Plan").

(2)  The proposed maximum offering price per share and the proposed maximum
     aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1), by
     multiplying the number of shares to be registered by the book value of a
     share of Republic Bancshares of Texas, Inc. Common Stock on August 31,
     2001, which was $11.47, and (b) provided herein for the sole purpose of
     determining the registration fee.
<PAGE>

                                    PART I


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

*         The information required by Items 1 and 2 of Part I of Form S-8 is
          omitted from this Registration Statement in accordance with the Note
          to Part 1 of Form S-8 and Rule 428 promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").

                                      I-1
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

               (i)    Republic National Bank (the "Bank") Annual Report on Form
                      10-KSB for the year ended December 31, 2000 as 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;

               (ii)   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;

               (iii)  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

               (iv)   the description of the Company's Common Stock, par value
                      $1.00 per share, contained in the Company's 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 with the Securities and Exchange
Commission ("Commission") in accordance with 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.

          The Company will provide, without charge, to each participant in the
Plan, upon written or oral request of such person, a copy of any or all of the
documents (without exhibits, unless such exhibits are specifically incorporated
by reference), incorporated by reference pursuant to this Item 3. All such
requests should be directed to Republic Bancshares of Texas, Inc., 14604
Northwest Highway, Houston, Texas 77040, Attention: Stanley H. Florance,
Executive Vice President and Chief Financial Officer. The phone number at that
address is (281) 453-4106.

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 Bank and certain 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 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

                                     II-1
<PAGE>

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 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. Employee Stock Purchase
                    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.

Item 9. Undertakings.

        a.   The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

                                     II-2
<PAGE>

                         (i)   To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                         (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                         (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in this Registration Statement;

          Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     b.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     c.   Insofar as indemnification for liabilities arising under the
Securities Act 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 for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.


                           [SIGNATURE PAGE FOLLOWS]

                                     II-3
<PAGE>

                                  SIGNATURES

     The Registrant. Pursuant to the requirements of the Regulations of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements of 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 and 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 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 Office of the Comptroller of the Currency, 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 Office of the Comptroller of the
Currency in accordance with the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities indicated and on the 28/th/ day of September, 2001.

<TABLE>
<CAPTION>
                    Signature                                     Positions
                    ---------                                     ---------
          <S>                                                 <C>
          /s/ C. P. Bryan                                     President and Chief Executive Officer
          -------------------------------------------         (principal executive officer) and Director
                        C. P. Bryan


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


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


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


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

          /s/ Wayne C. Owen                                   Director
          -------------------------------------------
                         Wayne C. Owen
</TABLE>

                                     II-4
<PAGE>

                                 EXHIBIT INDEX

     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. Employee Stock Purchase
                    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.

                                     II-5
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 22509}]
{"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": "333-70456", "film-number": "1748155"}, "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-_______
================================================================================

                      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. EMPLOYEE STOCK PURCHASE 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
           Title of                  Amount to          Offering             Maximum Aggregate        Amount of
  Securities to be Registered     be registered(1)   Price Per Share (2)       Offering Price(2)   Registration Fee
---------------------------------------------------------------------------------------------------------------------
Common Stock, par value $1.00
           per share                  300,000             $11.47                 $3,441,000              $861
=====================================================================================================================
(1)  Pursuant to Rule 457(h)(1), the registration fee is calculated with respect
     to the maximum number of the registrant's securities issuable under the
     Republic Bancshares of Texas, Inc. Employee Stock Purchase Plan (the
     "Plan").

(2)  The proposed maximum offering price per share and the proposed maximum
     aggregate offering price are (a) calculated, pursuant to Rule 457(h)(1), by
     multiplying the number of shares to be registered by the book value of a
     share of Republic Bancshares of Texas, Inc. Common Stock on August 31,
     2001, which was $11.47, and (b) provided herein for the sole purpose of
     determining the registration fee.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.   Plan Information.*
          ----------------

Item 2.   Registrant Information and Employee Plan Annual Information.*
          -----------------------------------------------------------

*         The information required by Items 1 and 2 of Part I of Form S-8 is
          omitted from this Registration Statement in accordance with the Note
          to Part 1 of Form S-8 and Rule 428 promulgated under the Securities
          Act of 1933, as amended (the "Securities Act").

                                      I-1
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

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

               (i)    Republic National Bank (the "Bank") Annual Report on Form
                      10-KSB for the year ended December 31, 2000 as 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;

               (ii)   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;

               (iii)  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

               (iv)   the description of the Company's Common Stock, par value
                      $1.00 per share, contained in the Company's 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 with the Securities and Exchange
Commission ("Commission") in accordance with 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.

          The Company will provide, without charge, to each participant in the
Plan, upon written or oral request of such person, a copy of any or all of the
documents (without exhibits, unless such exhibits are specifically incorporated
by reference), incorporated by reference pursuant to this Item 3. All such
requests should be directed to Republic Bancshares of Texas, Inc., 14604
Northwest Highway, Houston, Texas 77040, Attention: Stanley H. Florance,
Executive Vice President and Chief Financial Officer. The phone number at that
address is (281) 453-4106.

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 Bank and certain 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 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

                                     II-1
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 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. Employee Stock Purchase
                    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.

Item 9. Undertakings.

        a.   The undersigned registrant hereby undertakes:

                    (1)  To file, during any period in which offers or sales are
               being made, a post-effective amendment to this Registration
               Statement:

                                     II-2
(i)   To include any prospectus required by section
               10(a)(3) of the Securities Act of 1933;

                         (ii)  To reflect in the prospectus any facts or events
               arising after the effective date of the Registration Statement
               (or the most recent post-effective amendment thereof) which,
               individually or in the aggregate, represent a fundamental change
               in the information set forth in this Registration Statement.
               Notwithstanding the foregoing, any increase or decrease in volume
               of securities offered (if the total dollar value of securities
               offered would not exceed that which was registered) and any
               deviation from the low or high and of the estimated maximum
               offering range may be reflected in the form of a prospectus filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than a 20
               percent change in the maximum aggregate offering price set forth
               in the "Calculation of Registration Fee" table in the effective
               registration statement.

                         (iii) To include any material information with respect
               to the plan of distribution not previously disclosed in the
               registration statement or any material change to such information
               in this Registration Statement;

          Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) of this
          section do not apply if the information required to be included in a
          post-effective amendment by those paragraphs is contained in periodic
          reports filed by the registrant pursuant to Section 13 or Section
          15(d) of the Exchange Act, that are incorporated by reference in this
          Registration Statement.

               (2)  That, for the purpose of determining any liability under the
          Securities Act, each such post-effective amendment shall be deemed to
          be a new registration statement relating to the securities offered
          therein, and the offering of such securities at that time shall be
          deemed to be the initial bona fide offering thereof.

               (3)  To remove from registration by means of a post-effective
          amendment any of the securities being registered which remain unsold
          at the termination of the offering.

     b.   The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     c.   Insofar as indemnification for liabilities arising under the
Securities Act 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 for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                           [SIGNATURE PAGE FOLLOWS]

                                     II-3
SIGNATURES

     The Registrant. Pursuant to the requirements of the Regulations of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements of 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 and 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 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 Office of the Comptroller of the Currency, 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 Office of the Comptroller of the
Currency in accordance with the requirements of the Securities Act of 1933, this
Registration Statement or Amendment has been signed by the following persons in
the capacities indicated and on the 28/th/ day of September, 2001.
Signature                                     Positions
                    ---------                                     ---------
/s/ C. P. Bryan                                     President and Chief Executive Officer
          -------------------------------------------         (principal executive officer) and Director
                        C. P. Bryan

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

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

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

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

          /s/ Wayne C. Owen                                   Director
          -------------------------------------------
                         Wayne C. Owen
II-4
EXHIBIT INDEX

     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. Employee Stock Purchase
                    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.

                                     II-5