UNITED STATES

ECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1 to Current Report)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  May 21, 2007

METROCORP BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

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

9600 Bellaire Boulevard, Suite 252 Houston, Texas	77036
(Address of principal executive offices)	(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):

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

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

[  ]           Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

[  ]           Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Explanatory Note: This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by MetroCorp Bancshares, Inc. (the "Company") on May 23, 2007 to report the receipt by the Company of a letter from the NASDAQ Stock Market, Inc. ("NASDAQ") dated June 14, 2007 regarding the Company's compliance with Marketplace Rule 4350.

Item 3.01                      Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 21, 2007, the Company received a letter from the Listing Qualifications Department of NASDAQ indicating that a majority of the Company's board of directors was no longer comprised of independent directors as defined in Rule 4200 of the Marketplace Rules and, accordingly, was no longer in compliance with Rule 4350(c)(1) of the Marketplace Rules.  Pursuant to Rule 4350(c)(1), the Company must regain compliance with the requirements by the earlier of its next annual meeting or one year from the occurrence of the event that caused the failure to comply with this requirement.  The failure to meet the majority of independent directors requirement set forth in Rule 4350(c)(1) was a result of John E. Peterson, Jr.'s decision to retire from the board of directors effective May 4, 2007 and Daniel B. Wright's decision to resign from the board of directors effective March 14, 2007.

After receiving notice of the retirement and resignation of Messrs. Peterson and Wright, the Company's Governance and Nominating Committee commenced a search for two independent directors to fill the vacancies.  On June 6, 2007, upon recommendation of the Governance and Nominating Committee, the board of directors of the Company voted to appoint Robert W. Hsueh as a Class I director to fill one of the vacancies existing on the Company's board of directors effective June 12, 2007.  The board also determined that Mr. Hsueh is an independent director.  A Current Report on Form 8-K was filed by the Company on June 13, 2007 announcing Mr. Hsueh's appointment.  On June 14, 2007, the Company received a letter from the Listing Qualifications Department of NASDAQ confirming that the Company has regained compliance with Marketplace Rule 4350 and that the matter is now closed.

The press release issued by the Company on June 18, 2007, disclosing the receipt of the June 14, 2007 NASDAQ letter and the Company's compliance with Marketplace Rule 4350, is attached hereto as Exhibit 99.1.

Item 9.01                      Financial Statements and Exhibits

(d)           Exhibits.

99.1                      Press Release issued by the Company dated June 18, 2007

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: June 19, 2007                                                               By: /s/ George M. Lee

       George M. Lee

       Chief Executive Officer and

       Executive Vice Chairman

EXHIBIT INDEX

99.1                      Press Release issued by the Company dated June 18, 2007.