8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


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



         Date of Report (Date of earliest event reported): July 22, 2004


                           METROCORP BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)



           Texas                      0-25141                  76-0579161
(State or other Jurisdiction of    (Commission              (I.R.S. Employer
 incorporation or organization      File Number)           Identification No.)


     9600 Bellaire Blvd., Suite 252
            Houston, Texas                                      77036
 (Address of principal executive offices)                     (Zip Code)


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






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Item 5.  Other Events and Regulation FD Disclosure

On July 22, 2004, Allen D. Brown, President of MetroCorp Bancshares, Inc. (the
"Company") and its subsidiary, MetroBank,N.A. (the "Bank") tendered his
resignation to pursue other opportunities. The Company and the Bank have named
George M. Lee as President and Chief Executive Officer. Mr. Lee currently serves
as Executive Vice Chairman of the Board of the Company. A copy of the Company's
press release dated July 26, 2004 announcing such event is filed as an exhibit
to this Current Report on Form 8-K.


         Exhibit.  The following material is filed as exhibits to this Current
                   Report on Form  8-K:

         99.1 -    Press Release dated July 26, 2004.



                                   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.




Dated:  July 26, 2004                          By:  /s/ Don J. Wang
                                               --------------------
                                               Don J. Wang
                                               Chairman











                                  EXHIBIT INDEX




Exhibit
Number                           Description

  99.1                   Press Release dated July 26, 2004.

EX-99.1

                                                                    EXHIBIT 99.1

   MetroCorp Bancshares Inc. Names George M. Lee President and CEO

    HOUSTON--(BUSINESS WIRE)--July 26, 2004--MetroCorp Bancshares Inc.
(Nasdaq:MCBI), a Texas corporation, which through its subsidiary,
MetroBank, N.A., provides community banking services in Houston and
Dallas, today announced that George M. Lee has been named President
and CEO of MetroCorp Bancshares Inc. ("the Company"). Mr. Lee replaces
Allen D. Brown, who has resigned from those positions.
    Mr. Lee has served on the Board of Directors of the Company for
five years, chairman of its Audit Committee and member of the
Compensation Committee until being named as the executive vice
chairman in September 2003.
    Don J. Wang, the Company's chairman, stated: "The Board of
Directors values George Lee's strategic planning and implementation
skills in addition to his overall executive management experience with
major publicly held companies. We believe that he can take the Company
to higher performance levels and provide higher returns to
shareholders."
    MetroCorp Bancshares Inc., with $879 million in assets, 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 Web site
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
             Don J. Wang, 713-776-3876