As filed with the Securities and Exchange Commission on May 16, 2008

Registration No. 333-                    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

ENCORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Texas	76-0655696
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Nine Greenway Plaza, Suite 1000

Houston, Texas 77046

(713) 787-3100

(Address of Principal Executive Offices Including Zip Code)

Encore Bancshares, Inc.

2008 Stock Awards and Incentive Plan

(Full title of Plan)

James S. D’Agostino, Jr.

Encore Bancshares, Inc.

Nine Greenway Plaza, Suite 1000

Houston, Texas 77046

(Name and address of agent for service)

(713) 787-3100

(Telephone number, including area code, of agent for service)

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨    Accelerated filer  ¨    Non-accelerated filer  x    Smaller reporting company  ¨

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered(1)	Proposed Maximum Offering Price Per Share(1)(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, $1.00 par value	500,000 shares	$18.56	$9,280,000	$365

(1) This Registration Statement also registers an indeterminate number of additional shares of Common Stock of Encore Bancshares, Inc. which may be offered and issued pursuant to the antidilution provisions of the Encore Bancshares, Inc. 2008 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 14, 2008.

PART I.

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.*

Item 2. 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”).

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PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by Encore Bancshares, Inc., a Texas corporation (the “Company”), (Commission File No. 001-33598) with the Securities and Exchange Commission (the “Commission”) are incorporated by reference into this Registration Statement as of their respective dates:

1. The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007;

2. The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2008; and

3. The description of the Company’s common stock, par value $1.00 per share, contained in the Company’s Registration Statement on Form 8-A, as filed with the Commission on July 16, 2007, as such description may be amended from time to time.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the date of this Registration Statement and prior to the filing of a post-effective amendment hereto which indicates that all securities offered have been sold or which deregisters all such securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing such documents. Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as so modified or superseded.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Generally, Article 2.02-1 of the Texas Business Corporation Act (“TBCA”) permits a corporation to indemnify a person who was, is, or is threatened to be made a named defendant or respondent in a proceeding because the person was or is a director or officer if it is determined that such person (1) conducted himself in good faith, (2) reasonably believed (a) in the case of conduct in his official capacity as a director or officer of the corporation, that his conduct was in the corporation’s best interest, or (b) in other cases, that his conduct was at least not opposed to the corporation’s best interests, and (3) in the case of any criminal proceeding, had no reasonable cause to believe that his conduct was unlawful. In addition, the TBCA requires a corporation to indemnify a director or officer for any action that such director or officer is wholly successful in defending on the merits.

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The Company’s amended and restated articles of incorporation provide for indemnification rights to its officers and directors to the maximum extent allowed by Texas law. Pursuant to the TBCA and Article 8 of the Company’s amended and restated articles of incorporation, the Company will indemnify and, under certain circumstances, advance expenses to, any person who was, is, or is threatened to be named as, a defendant or respondent in a proceeding because that person is or was one of the Company’s directors or officers or because that person served at the Company’s request as a director, officer, partner or trustee of another corporation, partnership, joint venture, trust or benefit plan. The Company will also pay or reimburse expenses incurred by any director, officer, employee or agent in connection with that person’s appearance as a witness or other participation in a proceeding at a time when that person is not a named defendant or respondent in that proceeding.

Article 2.02-1(R) of the TBCA authorizes a Texas corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation or who is or was serving at the request of the corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, employee benefit plan, other enterprise or other entity, against any liability asserted against him and incurred by him in such a capacity or arising out of his status as such a person, whether or not the corporation would have the power to indemnify him against that liability under Article 2.02-1.

Article 8 of the Company’s amended and restated articles of incorporation authorize it to purchase and maintain insurance on behalf of any person who is or was one of the Company’s directors, officers, employees or agents or who is or was serving at the Company’s request as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another business, foreign, domestic or non-profit corporation, partnership, joint venture, sole proprietorship, trust or other enterprise or employee benefit plan, against any liability asserted against that person, whether or not the Company would have the power to indemnify that person against that liability otherwise under the amended and restated articles of incorporation or under Texas law.

The Company’s amended and restated articles of incorporation include provisions that eliminate the personal liability of its directors for monetary damages resulting from breaches of their fiduciary duty to the maximum extent provided by law. The TBCA currently prohibits the elimination of personal liability for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or for any transaction from which the director derived an improper personal benefit.

In addition, the Company has entered into an indemnity agreement with each director of the Company. Each indemnity agreement provides that the Company will indemnify the applicable director against any and all liabilities asserted against the applicable director to the fullest extent permitted by the TBCA and any other law (including statutory laws and laws established by judicial decision) of the State of Texas, subject, however, to 12 U.S.C. § 1828(k) and the rules and regulations promulgated thereunder. Each indemnity agreement also establishes guidelines as to the defense and settlement of claims by the parties. The indemnity agreements do not expand the indemnification of the directors beyond the maximum permitted by the TBCA.

Item 7. Exemption from Registration Claimed.

Not applicable.

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Item 8. Exhibits.

4.1	Form of certificate representing shares of Encore Bancshares, Inc. common stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-142735) (“Form S-1”)).
4.2*†	Encore Bancshares, Inc. 2008 Stock Awards and Incentive Plan.
4.3*†	Form of Encore Bancshares, Inc. Incentive Stock Option Agreement.
4.4*†	Form of Encore Bancshares, Inc. Nonqualified Stock Option Agreement.
4.5*†	Form of Encore Bancshares, Inc. Employee Restricted Stock Agreement.
4.6*†	Form of Encore Bancshares, Inc. Director Restricted Stock Agreement.
5.1*	Opinion of Bracewell & Giuliani LLP as to the validity of the Common Stock registered hereunder.
23.1*	Consent of Grant Thornton LLP, independent registered public accounting firm.
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.

Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

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Provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or Section 15(d) of the Exchange Act (and where applicable, each filing on an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on the 16^th day of May, 2008.

ENCORE BANCSHARES, INC.
(Registrant)
By:	/s/ James S. D’Agostino, Jr.
	James S. D’Agostino, Jr.
	Chairman, President and Chief Executive Officer

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints James S. D’Agostino, Jr. and L. Anderson Creel, with full power to each of them to act without the other, the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (until revoked in writing), to sign this Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) thereto, to file the same, together with all exhibits thereto and documents in connection therewith, with the Commission, to sign any and all applications, registration statements, notices and other documents necessary or advisable to comply with the applicable state securities authorities, granting unto said attorney-in-fact and agent, or his or their substitute or substitutes, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as the undersigned might or could do if personally present, thereby ratifying and confirming all that said attorneys-in-fact and agents, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or amendment has been signed by the following persons in the capacities indicated and on the date indicated.

Signature	Title	Date
/s/ James S. D’Agostino, Jr.
James S. D’Agostino, Jr.	Chairman of the Board, President and Chief Executive Officer	May 16, 2008
/s/ L. Anderson Creel
L. Anderson Creel	Executive Vice President and Chief Financial Officer	May 16, 2008
/s/ G. Walter Christopherson
G. Walter Christopherson	Director	May 16, 2008

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/s/ Charles W. Jenness
Charles W. Jenness	Director	May 16, 2008
/s/ John Bryan King
John Bryan King	Director	May 16, 2008
/s/ Walter M. Mischer, Jr.
Walter M. Mischer, Jr.	Director	May 16, 2008
/s/ Edwin E. Smith
Edwin E. Smith	Director	May 16, 2008
Eugene H. Vaughan	Director	May 16, 2008
/s/ David E. Warden
David E. Warden	Director	May 16, 2008
/s/ Steven A. Webster
Steven A. Webster	Director	May 16, 2008
/s/ Randa Duncan Williams
Randa Duncan Williams	Director	May 16, 2008

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EXHIBIT INDEX

4.1	Form of certificate representing shares of Encore Bancshares, Inc. common stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-142735) (“Form S-1”)).
4.2*†	Encore Bancshares, Inc. 2008 Stock Awards and Incentive Plan.
4.3*†	Form of Encore Bancshares, Inc. Incentive Stock Option Agreement.
4.4*†	Form of Encore Bancshares, Inc. Nonqualified Stock Option Agreement.
4.5*†	Form of Encore Bancshares, Inc. Employee Restricted Stock Agreement.
4.6*†	Form of Encore Bancshares, Inc. Director Restricted Stock Agreement.
5.1*	Opinion of Bracewell & Giuliani LLP as to the validity of the Common Stock registered hereunder.
23.1*	Consent of Grant Thornton LLP, independent registered public accounting firm.
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.