8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 23, 2004

METROCORP BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)	0-25141 (Commission File Number)	76-0579161 (I.R.S. Employer Identification No.)
9600 Bellaire Blvd., Suite 252 Houston, Texas (Address of principal executive offices)		77036 (Zip Code)

Registrant’s telephone number, including area code: (713) 776-3876

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release dated August 23, 2004

Item 8.01. Other Events.

     On August 23, 2004, MetroCorp Bancshares, Inc. (the “Company”) publicly disseminated a press release announcing that the Company will not file its Quarterly Report on Form 10-Q by August 23, 2004, the end of the extension period provided by virtue of the Company filing a notice with the Securities and Exchange Commission on Form 12b-25.

     On August 17, 2004, the Company publicly disseminated a press release announcing that the Company filed a notice with the Securities and Exchange Commission on Form 12b-25 that extends the period on which it may file its Quarterly Report on Form 10-Q as a result of having to restate its audited consolidated financial statements as of December 31, 2003 and 2002 and for each of the years in the three year period ended December 31, 2003 and its unaudited condensed consolidated financial statements as of March 31, 2004 and for the three months ended March 31, 2004 and 2003. Although the Company intended to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 on August 23, 2004, the Company is still working to complete the restatement. Because the Company has not yet completed the restatement, the Company is not currently in a position to quantify the impact of such restatement. Further, because the restatement will have an impact on the Company’s unaudited condensed consolidated financial statements as of and for the three and six month periods ended June 30, 2004 and 2003, the Company is not in a position to file its Quarterly Report on Form 10-Q on August 23, 2004. A copy of the Company’s press release dated August 23, 2004 is filed as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

     Exhibits. The following materials are filed as exhibits to this Current Report on Form 8-K:

99.1 - Press Release dated August 23, 2004.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	METROCORP BANCSHARES, INC. (Registrant)
Dated: August 23, 2004	By:	/s/ Don J. Wang
		Don J. Wang
		Chairman of the Board

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release dated August 23, 2004.

EX-99.1

EXHIBIT 99.1

MetroCorp Bancshares, Inc. Announces Delayed
Filing of Quarterly Report on Form 10-Q with SEC

     HOUSTON, TEXAS — (August 23, 2004), MetroCorp Bancshares, Inc. (Nasdaq:MCBI) (the “Company”), a Texas corporation, which through its subsidiary, MetroBank, N.A., provides community banking services in Houston and Dallas, today announced that it will not file its Quarterly Report on Form 10-Q by August 23, 2004, the end of the extension period provided by virtue of the Company filing a notice with the Securities and Exchange Commission on Form 12b-25.

     As described in its press release dated August 17, 2004, the Company is in the process of preparing a restatement of its audited consolidated financial statements as of December 31, 2003 and 2002 and for each of the years in the three year period ended December 31, 2003 and its unaudited condensed consolidated financial statements as of March 31, 2004 and for the three months ended March 31, 2004 and 2003. Because the Company has not yet completed the restatement, the Company is not currently in a position to quantify the impact of such restatement. Further, because the restatement will have an impact on the Company’s unaudited condensed consolidated financial statements as of and for the three and six month periods ended June 30, 2004 and 2003, the Company is not in a position to file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2004 on August 23, 2004.

     MetroCorp Bancshares, Inc. provides a full range of commercial and consumer banking services through its wholly owned subsidiary, MetroBank, N.A. The Company has 14 full-service banking locations in the greater Houston and Dallas metropolitan areas. For more information, visit the Company’s website at www.metrobank-na.com.

     The statements contained in this release that are not historical facts may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe MetroCorp’s future plans, projections, strategies and expectations, are based on assumptions and involve a number of risks and uncertainties, many of which are beyond MetroCorp’s control. Important factors that could cause actual results to differ materially from the results anticipated or projected include, but are not limited to, the following: (1) general business and economic conditions in the markets MetroCorp serves may be less favorable than expected which could decrease the demand for loan, deposit and other financial services and increase loan delinquencies and defaults; (2) changes in the interest rate environment which could reduce MetroCorp’s net interest margin; (3) changes in management’s assumptions regarding of the adequacy of the allowance for loan losses; (4) legislative or regulatory developments including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial securities industry; (5) the effects of competition from other financial institutions operating in the Company’s market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; (6) changes in accounting principles, policies or guidelines; and (7) the Company’s ability to adapt successfully to technological changes to meet customers’ needs and developments in the market place. All written or oral forward-looking statements are expressly qualified in their entirety by these cautionary statements. Please also read the additional risks and factors described from time to time in MetroCorp’s reports and other documents filed with the Securities and Exchange Commission.

Contact:
MetroCorp Bancshares, Inc., Houston, Texas
George Lee (713) 776-3876

9600 Bellaire Boulevard * Suite 252 * P.O. Box 4760, Houston, Texas 77210-4760 * 713-776-3876