Mail Stop 4561


								July 15, 2009

(by facsimile and U.S. Mail)
Mr. George M. Lee
President and Chief Executive Officer
Metrocorp Bancshares, Inc.
9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036

Re:	Metrocorp Bancshares, Inc.
	File No. 000-25141
	Form 10-K for the fiscal year ended December 30, 2008
	Schedule 14A filed April 7, 2009


Dear Mr. Lee:

      We have reviewed your filings and have the following
comments.
Our accounting review is limited to the specific comments issued.
Where indicated, we think you should revise your documents in
response
to these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.


Form 10-K
Executive Compensation and Other Matters (incorporated from proxy)
Peer Groups, page 15
1.     It appears that the committee benchmarks a number of
elements
of the compensation of your named executives to the compensation
paid
by your 16 institution peer group mentioned on page 15.   Please
confirm that in future filings, Metrocorp will disclose all the
component companies the peer group used to benchmark compensation.
Please refer to Item 402(b)(xiv) of Regulation S-K and Compliance
and
Disclosure Interpretation 118.05.

Executive Compensation-Elements, page 16
2.     You indicate on page 17 that you believe that your
compensation
goals used to determine incentive compensation for your named
executive officers are confidential.  Please provide us with your
confidentiality analysis supporting this conclusion discussing the
potential for competitive harm from disclosing the performance
targets, including any sub-targets like minimum thresholds.  In
particular, address how Metrocorp would be exposed to competitive
harm
given that your actual performance used to determine the targets
would
have been disclosed in your annual report prior to the disclosure
of
the compensation performance targets in your Compensation
Discussion
and Analysis.  Please refer to Instruction 4 to Item 402(b).
Also, to
the extent that the potential for competitive harm from the
disclosure
of some targets may be different than the potential harm caused by
the
disclosure of other targets, please discuss those differences
separately.  Finally, to the extent that any metric is not
disclosed
in your Compensation Discussion and Analysis, due to the potential
for
competitive harm, you should provide the discussion of the level
of
difficulty required to reach those targets.


      * * * * * * * * * * * * *

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response. You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company and each filing person
acknowledging that:

* the company or filing person is responsible for the adequacy and
accuracy of the disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company or filing person may not assert staff comments as a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in our review of your filing or in response
to
our comments on your filing.

      You may contact Michael R. Clampitt at (202) 551-3434 or me
at
(202) 551-3419 with any other questions.


						Sincerely,


						Chris Windsor
						Special Counsel
						Financial Services Group


Fax: ((713)414-3575)