##### Table of Contents



Registration No. 333-_________
   UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM S-8
 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 METROCORP BANCSHARES, INC.
  Texas
    
    76-0579161(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036
(713) 776-3876
 MetroCorp Bancshares, Inc.
2007 Stock Awards and Incentive Plan
  George M. Lee
MetroCorp Bancshares, Inc.
9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036
 (713) 776-3876
 Copy to:
 Charlotte M. Rasche
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Telephone: (713) 221-1576
Facsimile: (713) 221-2165
 
  Proposed Maximum
    
    
    Proposed Maximum
    
    
    Amount ofTitle of Securities
    
    
    Amount to be
    
    
    Offering Price
    
    
    Aggregate Offering
    
    
    Registrationto be Registered
    
    
    Registered(1)
    
    
    Per Share(2)
    
    
    Price(2)
    
    
    FeeCommon Stock,
$1.00 par value
    
    
    350,000 shares
    
    
    $
    20.96
    
    
    
    $
    7,336,000
    
    
    
    $
    225.22
 
 (1)
    
    This Registration Statement also registers an indeterminate number of additional shares of
Common Stock of MetroCorp Bancshares, Inc. which may be offered and issued pursuant to the
antidilution provisions of the MetroCorp Bancshares, Inc. 2007 Stock Awards and Incentive Plan
(the Plan).(2)
    
    Estimated solely for purposes of calculating the registration fee in accordance with Rule
457(h) of the Securities Act of 1993, as amended, based upon the average of the high and low
prices of the Common Stock on the Nasdaq Global Market on
May 31, 2007.




---



TABLE OF CONTENTS  PART IItem 1. Plan InformationItem 2. Registrant Information and Employee Plan Annual InformationPART IIItem 3. Incorporation of Documents by ReferenceItem 4. Description of SecuritiesItem 5. Interests of Named Experts and CounselItem 6. Indemnification of Directors and OfficersItem 7. Exemption from Registration ClaimedItem 8. ExhibitsItem 9. UndertakingsSIGNATURESINDEX TO EXHIBITS2007 Stock Awards and Incentive PlanForm of Incentive Stock Option AgreementForm of Nonqualified Stock Option AgreementForm of Stock Appreciation Rights AgreementForm of Restricted Stock AgreementOpinion of Bracewell & Giuliani LLPConsent of PricewaterhouseCoopers LLP    Table of Contents  
 PART I.
 INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 Plan Information.*
 
 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 I of Form S-8 and Rule 428 promulgated under the
Securities Act of 1933, as amended (the Securities Act). I-1




---



##### Table of Contents



PART II.
 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
 
 Incorporation of Documents by Reference.
 Company Commission
      Exchange Act
 
 Description of Securities.
  
 Interests of Named Experts and Counsel.
  
 Indemnification of Directors and Officers.
 Articles of Incorporation Bylaws TBCA
 II-1




---



##### Table of Contents



Exemption from Registration Claimed.
  II-2




---



##### Table of Contents



Exhibits.
 4.1
    
    Form of certificate representing shares of MetroCorp Bancshares, Inc. common
stock (incorporated herein by reference to Exhibit 4 to the Companys Registration
Statement on Form S-1 (Registration No. 333-62667)).4.2*
    
    MetroCorp Bancshares, Inc. 2007 Stock Awards and Incentive Plan.4.3*
    
    Form of MetroCorp Bancshares, Inc. Incentive Stock Option Agreement.4.4*
    
    Form of MetroCorp Bancshares, Inc. Nonqualified Stock Option Agreement.4.5*
    
    Form of MetroCorp Bancshares, Inc. Stock Appreciation Rights Agreement.4.6*
    
    Form of MetroCorp Bancshares, Inc. Restricted Stock Agreement.5.1*
    
    Opinion of Bracewell & Giuliani LLP. as to the validity of the Common Stock
registered hereunder.23.1*
    
    Consent of PricewaterhouseCoopers LLP.23.2*
    
    Consent of Bracewell & Giuliani LLP (included in the opinion filed as Exhibit
5.1 hereto).24.1*
    
    Powers of Attorney (included on signature page hereto).
 
 *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement. 
 Undertakings.
     II-3




---



##### Table of Contents



provided, however,
     II-4




---



##### Table of Contents



SIGNATURES
  METROCORP BANCSHARES, INC.(Registrant)By:

/s/
George M. LeeGeorge M. LeePresident and Chief Executive Officer POWER OF ATTORNEY
   Signature
    
    Title
    
    Date/s/ Don J. Wang

Don J. Wang
    
    Chairman of the Board
    
    June 4, 2007/s/ George M. Lee

George M. Lee
    
    President and Chief
Executive Officer
(principal executive officer)
    
    June 4, 2007/s/ David C. Choi

David C. Choi
    
    Chief Financial Officer
(principal financial officer
and principal accounting
officer)
    
    June 4, 2007Tiong L. Ang
    
    Director
 II-5




---



##### Table of Contents



Signature
    
    Title
    
    Date/s/ Helen F. Chen

Helen F. Chen
    
    Director
    
    June 4, 2007/s/ Tommy F. Chen

Tommy F. Chen
    
    Director
    
    June 4, 2007/s/ May P. Chu

May P. Chu
    
    Director
    
    June 4, 2007/s/ Shirley L. Clayton

Shirley L. Clayton
    
    Director
    
    June 4, 2007/s/ John Lee

John Lee
    
    Director
    
    June 4, 2007/s/ Edward A. Monto

Edward A. Monto
    
    Director
    
    June 4, 2007/s/ Charles L. Roff

Charles L. Roff
    
    Director
    
    June 4, 2007/s/ David Tai

David Tai
    
    Director
    
    June 4, 2007/s/ Joe Ting

Joe Ting
    
    Director
    
    June 4, 2007
 II-6




---



##### Table of Contents



INDEX TO EXHIBITS
 4.1
    
    Form of certificate representing shares of MetroCorp Bancshares, Inc. common
stock (incorporated herein by reference to Exhibit 4 to the Companys Registration
Statement on Form S-1 (Registration No. 333-62667)).4.2*
    
    MetroCorp Bancshares, Inc. 2007 Stock Awards and Incentive Plan.4.3*
    
    Form of MetroCorp Bancshares, Inc. Incentive Stock Option Agreement.4.4*
    
    Form of MetroCorp Bancshares, Inc. Nonqualified Stock Option Agreement.4.5*
    
    Form of MetroCorp Bancshares, Inc. Stock Appreciation Rights Agreement.4.6*
    
    Form of MetroCorp Bancshares, Inc. Restricted Stock Agreement.5.1*
    
    Opinion of Bracewell & Giuliani LLP. as to the validity of the Common Stock
registered hereunder.23.1*
    
    Consent of PricewaterhouseCoopers LLP.23.2*
    
    Consent of Bracewell & Giuliani LLP (included in the opinion filed as Exhibit
5.1 hereto).24.1*
    
    Powers of Attorney (included on signature page hereto).
 
 *
    
    Filed herewith.
    
    Management contract or compensatory plan or arrangement.