##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q/A
Amendment No. 1
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
JUNE 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 000-25141
 
 METROCORP BANCSHARES, INC.
  Texas
(State or other jurisdiction of
incorporation or organization)
    
    76-0579161
(I.R.S. Employer Identification No.)
 9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036
 (713) 776-3876
 þ o
  o o þ
 o þ




---



##### Table of Contents



Explanatory Note
    2




---



TABLE OF CONTENTS  Explanatory NotePART IItem 1. Condensed Consolidated Financial Statements.CONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPART IISIGNATURESEXHIBIT INDEXCertification of CEO pursuant to Rule 13a-14aCertification of CFO pursuant to Rule 13a-14aCertification of CEO pursuant to Section 906Certification of CFO pursuant to Section 906    Table of Contents  
 PART I
 FINANCIAL INFORMATION
 
 Item 1. Condensed Consolidated Financial Statements.
 METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share amounts)
(Unaudited)
 June 30,
    
    
    December 31,2005
    
    
    2004ASSETSCash and due from banks
    
    $
    29,067
    
    
    $
    26,285Federal funds sold and other short-term investments
    
    
    13,536
    
    
    
    5,788Total cash and cash equivalents
    
    
    42,603
    
    
    
    32,073Securities available-for-sale, at fair value
    
    
    248,580
    
    
    
    273,720Loans, net of allowance for loan losses of $10,706 and $10,863, respectively
    
    
    599,132
    
    
    
    581,774Loans, held-for-sale
    
    
    
    
    
    
    1,899Accrued interest receivable
    
    
    3,439
    
    
    
    3,308Premises and equipment, net
    
    
    6,347
    
    
    
    6,512Customers liability on acceptances
    
    
    1,626
    
    
    
    6,669Foreclosed assets, net
    
    
    
    
    
    
    1,566Other assets
    
    
    7,483
    
    
    
    6,429Total assets
    
    $
    909,210
    
    
    $
    913,950LIABILITIES AND SHAREHOLDERS EQUITYDeposits:Noninterest-bearing
    
    $
    172,706
    
    
    $
    163,191Interest-bearing
    
    
    602,303
    
    
    
    591,862Total deposits
    
    
    775,009
    
    
    
    755,053Other borrowings
    
    
    36,445
    
    
    
    60,849Accrued interest payable
    
    
    710
    
    
    
    649Acceptances outstanding
    
    
    1,626
    
    
    
    6,669Other liabilities
    
    
    6,541
    
    
    
    5,007Total liabilities
    
    
    820,331
    
    
    
    828,227Commitments and contingencies
    
    
    
    
    
    
    Shareholders equity:Common stock, $1.00 par value, 20,000,000 shares authorized; 7,322,627 and
7,312,627 shares issued and 7,205,956 and 7,187,446 shares outstanding at June
30, 2005 and December 31, 2004, respectively
    
    
    7,323
    
    
    
    7,313Additional paid-in capital
    
    
    28,069
    
    
    
    27,859Retained earnings
    
    
    55,142
    
    
    
    50,976Accumulated other comprehensive (loss) income
    
    
    (587
    )
    
    
    710Treasury stock, at cost
    
    
    (1,068
    )
    
    
    (1,135
    )Total shareholders equity
    
    
    88,879
    
    
    
    85,723Total liabilities and shareholders equity
    
    $
    909,210
    
    
    $
    913,950
  3




---



##### Table of Contents



METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Interest income:Loans
    
    $
    10,657
    
    
    $
    8,281
    
    
    $
    20,727
    
    
    $
    16,459Securities:Taxable
    
    
    2,359
    
    
    
    2,153
    
    
    
    4,781
    
    
    
    4,370Tax-exempt
    
    
    212
    
    
    
    232
    
    
    
    430
    
    
    
    466Federal funds sold and other short-term
investments
    
    
    82
    
    
    
    23
    
    
    
    136
    
    
    
    31Total interest income
    
    
    13,310
    
    
    
    10,689
    
    
    
    26,074
    
    
    
    21,326Interest expense:Time deposits
    
    
    2,685
    
    
    
    1,850
    
    
    
    5,060
    
    
    
    3,751Demand and savings deposits
    
    
    427
    
    
    
    294
    
    
    
    813
    
    
    
    590Other borrowings
    
    
    482
    
    
    
    440
    
    
    
    1,055
    
    
    
    876Total interest expense
    
    
    3,594
    
    
    
    2,584
    
    
    
    6,928
    
    
    
    5,217Net interest income
    
    
    9,716
    
    
    
    8,105
    
    
    
    19,146
    
    
    
    16,109Provision for loan losses
    
    
    500
    
    
    
    300
    
    
    
    900
    
    
    
    850Net interest income after provision for loan losses
    
    
    9,216
    
    
    
    7,805
    
    
    
    18,246
    
    
    
    15,259Noninterest income:Service fees
    
    
    1,633
    
    
    
    1,627
    
    
    
    3,261
    
    
    
    3,286Other loan-related fees
    
    
    172
    
    
    
    169
    
    
    
    317
    
    
    
    377Letters of credit commissions and fees
    
    
    133
    
    
    
    124
    
    
    
    275
    
    
    
    239Gain on sale of loans
    
    
    23
    
    
    
    514
    
    
    
    31
    
    
    
    569Other noninterest income
    
    
    53
    
    
    
    11
    
    
    
    180
    
    
    
    22Total noninterest income
    
    
    2,014
    
    
    
    2,445
    
    
    
    4,064
    
    
    
    4,493Noninterest expenses:Salaries and employee benefits
    
    
    3,868
    
    
    
    3,699
    
    
    
    8,004
    
    
    
    7,513Occupancy and equipment
    
    
    1,398
    
    
    
    1,430
    
    
    
    2,736
    
    
    
    2,830Foreclosed assets, net
    
    
    14
    
    
    
    (251
    )
    
    
    424
    
    
    
    (914
    )Other noninterest expense
    
    
    1,947
    
    
    
    1,730
    
    
    
    3,813
    
    
    
    3,527Total noninterest expenses
    
    
    7,227
    
    
    
    6,608
    
    
    
    14,977
    
    
    
    12,956Income before provision for income taxes
    
    
    4,003
    
    
    
    3,642
    
    
    
    7,333
    
    
    
    6,796Provision for income taxes
    
    
    1,233
    
    
    
    1,135
    
    
    
    2,303
    
    
    
    2,126Net income
    
    $
    2,770
    
    
    $
    2,507
    
    
    $
    5,030
    
    
    $
    4,670Earnings per common share:Basic
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.70
    
    
    $
    0.65Diluted
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.69
    
    
    $
    0.64Weighted average shares outstanding:Basic
    
    
    7,205
    
    
    
    7,172
    
    
    
    7,200
    
    
    
    7,167Diluted
    
    
    7,271
    
    
    
    7,262
    
    
    
    7,282
    
    
    
    7,258Dividends per common share
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
    
    
    $
    0.06
  4




---



##### Table of Contents



METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
 For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Net income
    
    $
    2,770
    
    
    $
    2,507
    
    
    $
    5,030
    
    
    $
    4,670Other comprehensive income (loss), net of tax:Unrealized gain (loss) on investment securities, net:Unrealized holding gain (loss) arising during
the period
    
    
    456
    
    
    
    (4,788
    )
    
    
    (1,297
    )
    
    
    (3,423
    )Other comprehensive income (loss)
    
    
    456
    
    
    
    (4,788
    )
    
    
    (1,297
    )
    
    
    (3,423
    )Total comprehensive income (loss)
    
    $
    3,226
    
    
    $
    (2,281
    )
    
    $
    3,733
    
    
    $
    1,247
 
 METROCORP BANCSHARES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
For the Six Months Ended June 30, 2005
(In thousands)
(Unaudited)
 AccumulatedAdditional
    
    
    
    
    
    
    Other
    
    
    TreasuryCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    StockShares
    
    
    At Par
    
    
    Capital
    
    
    Earnings
    
    
    Income (Loss)
    
    
    At Cost
    
    
    TotalBalance at December 31, 2004
    
    
    7,188
    
    
    $
    7,313
    
    
    $
    27,859
    
    
    $
    50,976
    
    
    $
    710
    
    
    $
    (1,135
    )
    
    $
    85,723Issuance of common stock
    
    
    10
    
    
    
    10
    
    
    
    95
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    105Re-issuance of treasury stock
    
    
    8
    
    
    
    
    
    
    
    115
    
    
    
    
    
    
    
    
    
    
    
    67
    
    
    
    182Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,030
    
    
    
    
    
    
    
    
    
    
    
    5,030Other comprehensive loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,297
    )
    
    
    
    
    
    
    (1,297
    )Cash dividends ($0.12 per share)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (864
    )
    
    
    
    
    
    
    
    
    
    
    (864
    )Balance at June 30, 2005
    
    
    7,206
    
    
    $
    7,323
    
    
    $
    28,069
    
    
    $
    55,142
    
    
    $
    (587
    )
    
    $
    (1,068
    )
    
    $
    88,879
  5




---



##### Table of Contents



METROCORP BANCSHARES, INC
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 For the Six Months EndedJune 30,2005
    
    
    2004Restated  See
    
    
    Restated  SeeNote 9
    
    
    Note 9Cash flows from operating activities:Net income
    
    $
    5,030
    
    
    $
    4,670Adjustments to reconcile net income to net cash provided by operating activities:Depreciation
    
    
    701
    
    
    
    664Provision for loan losses
    
    
    900
    
    
    
    850Loss (gain) on foreclosed assets
    
    
    384
    
    
    
    (1,130
    )Loss on sale and disposal of premises and equipment
    
    
    100
    
    
    
    Gain on sale of loans
    
    
    (31
    )
    
    
    (569
    )Amortization of premiums and discounts on securities
    
    
    137
    
    
    
    1,490Amortization of net deferred loan fees
    
    
    (919
    )
    
    
    (411
    )Changes in:Accrued interest receivable
    
    
    (131
    )
    
    
    135Other assets
    
    
    (388
    )
    
    
    (650
    )Accrued interest payable
    
    
    61
    
    
    
    (31
    )Other liabilities
    
    
    1,534
    
    
    
    733Net cash provided by operating activities
    
    
    7,378
    
    
    
    5,751Cash flows from investing activities:Purchases of securities available-for-sale
    
    
    (10,304
    )
    
    
    (83,851
    )Proceeds from sales, maturities and principal paydowns of securities
available-for-sale
    
    
    33,344
    
    
    
    53,854Net change in loans
    
    
    (15,409
    )
    
    
    3,225Proceeds from sale of foreclosed assets
    
    
    1,182
    
    
    
    3,113Proceeds from sale of premises and equipment
    
    
    4
    
    
    
    Purchases of premises and equipment
    
    
    (640
    )
    
    
    (1,448
    )Net cash provided by (used in) investing activities
    
    
    8,177
    
    
    
    (25,107
    )Cash flows from financing activities:Net change in:Deposits
    
    
    19,956
    
    
    
    (7,956
    )Other borrowings
    
    
    (24,404
    )
    
    
    20,678Proceeds from issuance of common stock
    
    
    105
    
    
    
    50Re-issuance of treasury stock
    
    
    182
    
    
    
    188Dividends paid
    
    
    (864
    )
    
    
    (860
    )Net cash provided by (used in) financing activities
    
    
    (5,025
    )
    
    
    12,100Net increase (decrease) in cash and cash equivalents
    
    
    10,530
    
    
    
    (7,256
    )Cash and cash equivalents at beginning of period
    
    
    32,073
    
    
    
    36,927Cash and cash equivalents at end of period
    
    $
    42,603
    
    
    $
    29,671
  6




---



##### Table of Contents



METROCORP BANCSHARES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 1. BASIS OF PRESENTATION
     2. SIGNIFICANT ACCOUNTING POLICIES
 Stock-Based Compensation
 Accounting for
Stock-Based Compensation,
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Net income:As reported
    
    $
    2,770
    
    
    $
    2,507
    
    
    $
    5,030
    
    
    $
    4,670Pro forma
    
    
    2,676
    
    
    
    2,464
    
    
    
    4,843
    
    
    
    4,584Stock-based compensation cost, net of income taxes:As reported
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Pro forma
    
    
    94
    
    
    
    43
    
    
    
    187
    
    
    
    86Basic earnings per common share:As reported
    
    
    0.38
    
    
    
    0.35
    
    
    
    0.70
    
    
    
    0.65Pro forma
    
    
    0.37
    
    
    
    0.34
    
    
    
    0.67
    
    
    
    0.64Diluted earnings per common share:As reported
    
    
    0.38
    
    
    
    0.35
    
    
    
    0.69
    
    
    
    0.64Pro forma
    
    
    0.37
    
    
    
    0.34
    
    
    
    0.67
    
    
    
    0.63
 7




---



##### Table of Contents



METROCORP BANCSHARES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 Stock-Based Compensation (Continued)
  Share-Based Payment. Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation Statement of Cash Flows
  New Accounting Pronouncements
 Accounting for Certain Loans or Debt Securities Acquired in a Transfer
 Accounting Changes and Error Corrections
 8




---



##### Table of Contents



METROCORP BANCSHARES, INC.
 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 New Accounting Pronouncements (Continued)
 Implementation Guidance for the Application of
Paragraph 16 of EITF Issue No. 03-1 The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security
Whose Cost Exceeds Fair Value The Meaning of
Other-Than-Temporary Impairment and Its Application to Certain Investments Accounting for Certain Investments
in Debt and Equity Securities Accounting for Noncurrent
Marketable Equity Securities Equity Method of Accounting for
Investments in Common Stock.
 3. EARNINGS PER COMMON SHARE
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Net income available to common shareholders
    
    $
    2,770
    
    
    $
    2,507
    
    
    $
    5,030
    
    
    $
    4,670Weighted average common shares outstanding:Basic
    
    
    7,205
    
    
    
    7,172
    
    
    
    7,200
    
    
    
    7,167Shares issuable under stock option plans
    
    
    66
    
    
    
    90
    
    
    
    82
    
    
    
    91Diluted
    
    
    7,271
    
    
    
    7,262
    
    
    
    7,282
    
    
    
    7,258Earnings per common share:Basic
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.70
    
    
    $
    0.65Diluted
    
    $
    0.38
    
    
    $
    0.35
    
    
    $
    0.69
    
    
    $
    0.64
 4. AGREEMENT TO ACQUIRE FIRST UNITED BANK
  9




---



##### Table of Contents



5. SECURITIES AVAILABLE-FOR-SALE
  As of June 30, 2005
    
    
    As of December 31, 2004Gross
    
    
    Gross
    
    
    
    
    
    
    
    
    
    
    Gross
    
    
    GrossAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair
    
    
    Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    FairCost
    
    
    Gain
    
    
    Loss
    
    
    Value
    
    
    Cost
    
    
    Gain
    
    
    Loss
    
    
    Value(Dollars in thousands)U.S. Government agencies
    
    $
    33
    
    
    $
    1
    
    
    $
    
    
    
    $
    34
    
    
    $
    35
    
    
    $
    
    
    
    $
    
    
    
    $
    35U.S. Government sponsored
entities
    
    
    14,905
    
    
    
    
    
    
    
    (50
    )
    
    
    14,855
    
    
    
    4,970
    
    
    
    
    
    
    
    (18
    )
    
    
    4,952Obligations of state and
political subdivisions
    
    
    17,161
    
    
    
    781
    
    
    
    (4
    )
    
    
    17,938
    
    
    
    18,105
    
    
    
    1,030
    
    
    
    
    
    
    
    19,135Mortgage-backed securities
and collateralized mortgage
obligations
    
    
    191,624
    
    
    
    388
    
    
    
    (1,829
    )
    
    
    190,183
    
    
    
    222,977
    
    
    
    1,344
    
    
    
    (1,179
    )
    
    
    223,142Other debt securities
    
    
    1,547
    
    
    
    7
    
    
    
    (1
    )
    
    
    1,553
    
    
    
    1,979
    
    
    
    14
    
    
    
    
    
    
    
    1,993Investment in ARM and CRA
funds
    
    
    19,074
    
    
    
    122
    
    
    
    (303
    )
    
    
    18,893
    
    
    
    18,772
    
    
    
    89
    
    
    
    (205
    )
    
    
    18,656FHLB/Federal Reserve Bank
Stock
    
    
    5,124
    
    
    
    
    
    
    
    
    
    
    
    5,124
    
    
    
    5,807
    
    
    
    
    
    
    
    
    
    
    
    5,807Total securities
    
    $
    249,468
    
    
    $
    1,299
    
    
    $
    (2,187
    )
    
    $
    248,580
    
    
    $
    272,645
    
    
    $
    2,477
    
    
    $
    (1,402
    )
    
    $
    273,720
  Less Than 12 Months
    
    
    Greater Than 12 Months
    
    
    TotalGross
    
    
    
    
    
    
    Gross
    
    
    
    
    
    
    GrossFair Value
    
    
    Unrealized
    
    
        Fair Value
    
    
    Unrealized
    
    
        Fair Value
    
    
    UnrealizedLoss
    
    
    
    
    
    Loss
    
    
    
    
    
    Loss(Dollars in thousands)U.S. Government sponsored entities
    
    $
    14,855
    
    
    $
    (50
    )
    
    $
    
    
    
    $
    
    
    
    $
    14,855
    
    
    $
    (50
    )Obligations of state and political
subdivisions
    
    
    264
    
    
    
    (4
    )
    
    
    
    
    
    
    
    
    
    
    264
    
    
    
    (4
    )Mortgage-backed securities and
collateralized mortgage obligations
    
    
    79,958
    
    
    
    (677
    )
    
    
    57,398
    
    
    
    (1,152
    )
    
    
    137,356
    
    
    
    (1,829
    )Other debt securities
    
    
    200
    
    
    
    (1
    )
    
    
    
    
    
    
    
    
    
    
    200
    
    
    
    (1
    )Investment in ARM and CRA funds
    
    
    
    
    
    
    
    
    
    
    14,566
    
    
    
    (303
    )
    
    
    14,566
    
    
    
    (303
    )Total securities
    
    $
    95,277
    
    
    $
    (732
    )
    
    $
    71,964
    
    
    $
    (1,455
    )
    
    $
    167,241
    
    
    $
    (2,187
    )
  6. LITIGATION
  10




---



##### Table of Contents



7. OFF-BALANCE SHEET ACTIVITIES
   As of
    
    
    As ofJune 30, 2005
    
    
    December 31, 2004Unfunded loan commitments including unfunded lines of credit
    
    $
    95,804
    
    
    $
    105,975Standby letters of credit
    
    
    5,415
    
    
    
    3,852Commercial letters of credit
    
    
    7,280
    
    
    
    11,756Operating leases
    
    
    3,180
    
    
    
    4,060Total financial instruments with off-balance sheet risk
    
    $
    111,679
    
    
    $
    125,643
 8. ALLOWANCE FOR LOAN LOSSES
  For the Three Months
    
    
    For the Six MonthsEnded June 30,
    
    
    Ended June 30,2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share amounts)Allowance for loan losses at beginning of period
    
    $
    11,075
    
    
    $
    10,850
    
    
    $
    10,863
    
    
    $
    10,448Provision for loan losses
    
    
    500
    
    
    
    300
    
    
    
    900
    
    
    
    850Charge-offs
    
    
    (954
    )
    
    
    (807
    )
    
    
    (1,194
    )
    
    
    (1,175
    )Recoveries
    
    
    85
    
    
    
    690
    
    
    
    137
    
    
    
    910Allowance for loan losses at end of period
    
    $
    10,706
    
    
    $
    11,033
    
    
    $
    10,706
    
    
    $
    11,033
 9. RESTATEMENT OF INTERIM CONSOLIDATED FINANCIAL STATEMENTS
  11




---



##### Table of Contents



Six months ended
    
    
    Six months endedJune 30, 2005
    
    
    June 30, 2004(Dollars in thousands)Net cash provided by operating activitiesAs previously reported
    
    $
    9,277
    
    
    $
    9,237As restated
    
    
    7,378
    
    
    
    5,751Net cash provided (used in) by investing activitiesAs previously reported
    
    $
    6,278
    
    
    $
    (28,593
    )As restated
    
    
    8,177
    
    
    
    (25,107
    )
 Item 4. Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
  Remediation of Material Weakness
 Changes in Internal Control Over Financial Reporting.
 12




---



##### Table of Contents



PART II
 OTHER INFORMATION
 Item 6. Exhibits
 ExhibitNumber
    
    Identification of Exhibit11
    
    - Computation of Earnings Per Common Share, included as Note (3)
to the unaudited Condensed Consolidated Financial Statements on
Page 8 of this Form 10-Q.31.1*
    
    - Certification of the Chief Executive Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.31.2*
    
    - Certification of the Chief Financial Officer pursuant to Rule
13a-14(a) of the Securities Exchange Act of 1934, as amended.32.1**
    
    - Certification of the Chief Executive Officer pursuant to 18
U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    - Certification of the Chief Financial Officer pursuant to 18
U.S.C. Section 1350, adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith. 13




---



##### Table of Contents



SIGNATURES
  METROCORP BANCSHARES, INC.By:
    /s/ George M. LeeDate: March 14, 2006
    
    George M. LeeChief Executive Office (principal executive officer)  Date: March 14, 2006
    By:
    /s/ David C. ChoiDavid C. ChoiChief Financial Officer (principal financial officer/
principal accounting officer) 14




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Identification of Exhibit11
    
    - Computation of Earnings Per Common Share, included as
Note (3) to the unaudited Condensed Consolidated
Financial Statements on Page 8 of this Form 10-Q.31.1*
    
    - Certification of the Chief Executive Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended.31.2*
    
    - Certification of the Chief Financial Officer pursuant
to Rule 13a-14(a) of the Securities Exchange Act of
1934, as amended.32.1**
    
    - Certification of the Chief Executive Officer pursuant
to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2**
    
    - Certification of the Chief Financial Officer pursuant
to 18 U.S.C. Section 1350, adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith.