<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                 450 5TH STREET
                             WASHINGTON, D.C. 20549

                                --------------

                                  FORM 10-QSB/A 

(Mark One)
 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
---  EXCHANGE ACT OF 1934


For the quarterly period ended December 31, 1997
                               -----------------

                                       OR

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

For the transition period from __________ to __________Commission File 
No. 0-27624

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

        Wisconsin                                        39-1834823
        ---------                                        ----------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

 3140 S 27th Street, Milwaukee Wisconsin                           53215
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code (414) 671-2222
                                                   --------------
Not applicable
--------------
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                                 (1) Yes X  No    
                                        ---    ---
                                 (2) Yes X  No 
                                        ---    ---

Indicate the number of shares outstanding of the issuer's classes of common
stock as of the latest practicable date.

           Class                                    Outstanding March 26, 1998
           -----                                     --------------------------
Common Stock, par value $1.00 per share                    2,371,238 shares


<PAGE>   2

                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY

                                  FORM 10-QSB/A

                     FOR THE QUARTER ENDED DECEMBER 31, 1997

                                      INDEX


                                                                     PAGE NO.

PART I - Financial Information

       Consolidated Statements of Financial Condition                      1

       Consolidated Statements of Income                                   2

       Consolidated Statements of Stockholders' Equity                     3

       Consolidated Statements of Cash Flows                             4 - 5

       Notes to Consolidated Financial Statements                        6 - 7

       Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                     8 - 11

PART II - Other Information                                             12 - 13



<PAGE>   3
                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                 Consolidated Statements of Financial Condition

                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                                December 31, June 30,
                                                                   1997        1997
                                                                 --------    --------
                                                                      (Unaudited)
<S>                                                              <C>         <C>     
Assets:
   Cash                                                          $    440    $    829
   Cash equivalent interest-bearing deposits                        2,039       2,219
                                                                 --------    --------
      Total cash and cash equivalents                               2,479       3,048
   Investments
      Certificates of deposit - at cost                               583         294
      Investment securities available for sale,
           at fair value                                           12,907      11,481
      Investment securities held to maturity
           (estimated market value of $0 at
           December 31, 1997 and $3,202 at
           June 30, 1997)                                              --       3,189
      Mortgage-backed and related securities
           available for sale, at fair value                          521          --
      Mortgage-backed and related securities
           (estimated market value of $0 at
           December 31, 1997 and $732 at
           June 30, 1997)                                              --         685
   Federal Home Loan Bank stock - at cost                             200         200
   Loans receivable - net                                          27,456      27,601
   Accrued interest receivable                                        132         182
   Office properties and equipment                                     82          86
   Prepaid expenses and other assets                                  229         243
                                                                 --------    --------
           Total assets                                          $ 44,589    $ 47,009
                                                                 ========    ========

Liabilities and Equity:
   Deposit accounts                                              $ 17,675    $ 17,596
   Borrowed funds                                                   4,000       6,008
   Income taxes:
      Current                                                         (18)        --
      Deferred                                                        300         197
   Accrued and other liabilities:
      Interest                                                         30          32
      Other                                                           262         210
                                                                 --------    --------
           Total liabilities                                       22,249      24,043

Commitments and contingencies                                          --          --

Stockholders' equity:
   Common stock, $1.00 par value; 6,000,000 shares authorized;
      2,562,344 shares issued                                       2,562       2,562
   Additional paid-in-capital                                      10,002       9,947
   Unearned ESOP compensation                                        (449)       (449)
   Unrealized gain on securities available for sale, net of
      applicable deferred income taxes                                660         490
   Retained earnings - substantially restricted                    10,766      10,471
   Treasury stock, at cost, 138,606 and 6,519 shares               (1,201)        (55)
                                                                 --------    --------
      Total stockholders' equity                                   22,340      22,966
                                                                 --------    --------
           Total liabilities and stockholders' equity            $ 44,589    $ 47,009
                                                                 ========    ========
</TABLE>


See accompanying notes to consolidated financial statements.




                                       1
<PAGE>   4

                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                        Consolidated Statements of Income

                             (Dollars in Thousands)


<TABLE>
<CAPTION>
                                                       Three Months Ended   Six Months Ended
                                                          December 31,        December 31,
                                                       ------------------   ----------------
                                                       1997        1996     1997        1996
                                                       --------  --------   ----------------
                                                                     (Unaudited)
<S>                                                    <C>       <C>        <C>       <C>    
Interest and dividend income:
    Mortgage loans                                     $    598  $  530     $1,197    $ 1,051
    Investment securities                                   223     341        462        636
    Mortgage-backed and related securities                   13      18         27         35
    Other loans                                              --      --         --         --
    Dividends on stock in Federal Home Loan Bank              3       2          7          5
                                                       --------  ------     ------    -------
         Total interest and dividends                       837     891      1,693      1,727
                                                       --------  ------     ------    -------

Interest expense:
    Deposits and escrows                                    235     231        462        462
    Notes payable and other borrowings                       67      21        155         21
                                                       --------  ------     ------    -------
         Total interest expense                             302     252        617        483
                                                       --------  ------     ------    -------
         Net interest income                                535     639      1,076      1,244
Provision for loan losses                                     5       6         11         11
                                                       --------  ------     ------    -------
    Net interest income after provision for loan losses     530     633      1,065      1,233
                                                       --------  ------     ------    -------

Noninterest income:
    Gain (loss) on sale of investments                        4       2         (1)         2
    Other income                                             11      --         11         --
    Loan fees and service charges                             1       3          4          6
                                                       --------  ------     ------    -------
         Total noninterest income                            16       5         14          8
                                                       --------  ------     ------    -------
         Operating income                                   546     638      1,079      1,241
                                                       --------  ------     ------    -------

Noninterest expense:
    Compensation and benefits                               165     107        326        207
    Occupancy                                                 6       7         13         14
    Advertising                                               3       2          4          4
    Furniture and equipment                                   5      --          6          7
    Federal insurance premiums                                3       1          6        157
    Professional services                                    73      34         95         57
    Data processing                                          18      17         36         34
    Stationery, communications, and other operating          44      36         60         47
    Directors' fees and expenses of directors, officers
         and employees                                       24      25         44         48
                                                       --------  ------     ------    -------
               Total noninterest expense                    341     229        590        575
                                                       --------  ------     ------    -------
               Income before income taxes                   205     409        489        666
                                                       --------  ------     ------    -------

Income taxes:
    Current                                                  79     159        200        260
    Deferred                                                 (3)     (3)        (6)        (6)
                                                       --------  ------     ------    -------
         Total income taxes                                  76     156        194        254
                                                       --------  ------     ------    -------
         Net income                                    $    129  $  253     $  295    $   412
                                                       ========  ======     ======    =======

Net earnings per share (basic and fully-diluted)       $   0.05  $ 0.10     $ 0.12    $  0.17
                                                       ========  ======     ======    =======

Dividends per share                                    $   0.00  $ 3.00     $ 0.00    $  3.00
                                                       ========  ======     ======    =======

</TABLE>


See accompanying notes to consolidated financial statements.





                                       2
<PAGE>   5
                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                 Consolidated Statement of Stockholders' Equity

                             (Dollars in Thousands)

<TABLE>
<CAPTION>
                                                                                                       Unrealized
                                                                                                      Gain (Loss)
                                                                                                           on
                                                                                                       Securities
                                                                                                       Available
                                                                                                     for Sale, Net
                                                                     Additional     Unearned         of Applicable               
                                                       Common          Paid-in        ESOP              Deferred    Retained     
                                                       Stock           Capital    Compensation        Income Taxes  Earnings     
                                                  --------------  -------------   ------------    ----------------  ---------     
<S>                                             <C>             <C>             <C>             <C>               <C>   
Balances at June 30, 1997                         $        2,562  $       9,947   $       (449)   $            490  $ 10,471

Net income                                                    --             --             --                  --       295     

Purchase of treasury stock                                    --             --             --                  --        --     

Amortization of unearned ESOP compensation                    --             55             --                  --        --     

Change in unrealized gain (loss) on securities
   available for sale, net of applicable deferred
   income taxes of $110,000                                   --             --             --                 170        --     
                                                  --------------  -------------   ------------    ----------------  --------     

Balances at December 31, 1997                     $        2,562  $      10,002   $       (449)   $            660  $ 10,766
                                                  ==============  =============   ============    ================  ========     
                                                                              
</TABLE>


<TABLE>
<CAPTION>
                                                                             Total         
                                                            Treasury      Stockholders'    
                                                             Stock           Equity        
                                                            --------      -------------    

<S>                                                        <C>           <C>
Balances at June 30, 1997                                   $    (55)     $      22,966    
                                                                                           
Net income                                                        --                295    
                                                                                           
Purchase of treasury stock                                    (1,146)            (1,146)   
                                                                                           
Amortization of unearned ESOP compensation                        --                 55    
                                                                                           
Change in unrealized gain (loss) on securities                                             
   available for sale, net of applicable deferred                                          
   income taxes of $110,000                                       --                170    
                                                            --------      -------------    
                                                                                           
Balances at December 31, 1997                               $ (1,201)     $      22,340    
                                                            ========      =============    
                                                            
</TABLE>
                                                                     
                                                                      
                                                                      















See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   6

                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                      Consolidated Statements of Cash Flows

                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                          Six Months Ended
                                                                             December 31,
                                                                        --------------------
                                                                          1997         1996
                                                                        -------      -------
                                                                            (Unaudited)

<S>                                                                     <C>          <C>    
Cash Flows from Operating Activities:
    Net Income                                                          $   295      $   412
    Adjustments to reconcile net income to net cash provided (used)
                by operating activities:
         Provision for depreciation                                           7            8
         Provision for loan losses                                           11           11
         Amortization of premiums, discounts and fees - net                 (41)         (40)
         ESOP expenses                                                       55           25
         Increase (decrease) in income taxes payable                        (18)          19
         Provision for (reduction of) deferred income taxes                  (6)          (6)
         (Increase) decrease in interest receivable                          50           20
         Net increase (decrease) in accrued/other liabilities                51           28
         Net (increase) decrease in prepaid expense and
                            other assets                                     14          (15)
         Loss (gain) on investments                                           1           (2)
                                                                        -------      -------
              Net cash provided (used) by operating activities              419          460

Cash Flows from Investing Activities:
    Purchases of Federal Home Loan Bank stock                                --           --
    Proceeds from sale of Federal Home Loan Bank stock                       --           --
    Proceeds from sale/maturities of investment securities
         held to maturity                                                   199        6,000
    Purchase of investment securities held to maturity                       --       (1,000)
    Proceeds from sale/maturities of investment securities
         available for sale                                               4,423        3,652
    Purchase of investment securities available for sale                 (2,902)      (4,210)
    Net (increase) decrease in loans                                        161       (2,131)
    Principal payments collected on mortgage-backed
         securities                                                         209           66
    Purchase of fixed assets                                                 (3)         (20)
    Investment in real estate in judgment                                    --           --
    Proceeds from real estate in judgment                                    --           --
                                                                        -------      -------
              Net cash provided (used) by investing activities            2,087        2,357

Cash Flows from Financing Activities:
    Repayments of short-term borrowing                                       --           --
    Proceeds from short-term borrowing                                       --        2,000
    Proceeds from securities sold under repurchase agreements                --        3,990
    Payments on securities sold under repurchase agreements              (2,008)      (1,990)
    Increase (decrease) in deposit accounts                                  79         (273)
    Payment of cash dividend                                                 --       (7,317)
    Purchase of treasury stock                                           (1,146)        (283)
                                                                        -------      -------
              Net cash provided (used) by financing activities           (3,075)      (3,873)
                                                                        -------      -------
              Increase (decrease) in cash and cash equivalents             (569)      (1,056)

Cash and Cash Equivalents at beginning of period                          3,048        4,055
                                                                        -------      -------

Cash and Cash Equivalents at end of period                              $ 2,479      $ 2,999
                                                                        =======      =======
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   7

                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                      Consolidated Statements of Cash Flows

                             (Dollars in Thousands)

<TABLE>
<CAPTION>

                                                                   Six Months Ended
                                                                     December 31,
                                                                   ----------------
                                                                    1997       1996
                                                                   ------     -----
                                                                      (Unaudited)
<S>                                                                <C>        <C> 
Supplemental Cash Flow Information:
  Cash paid during the period for:
     Interest on deposit accounts                                  $   54     $ 57
     Income taxes                                                     218      241
     Interest on borrowings                                           155       --

  Noncash investing activities:
     Loans transferred to foreclosed properties and real
                  estate in judgment                                   --       --

     Total increase in unrealized gain on securities available
                            for sale                                  282      248

     Investments transferred to available-for-sale from
           held-to-maturity, at cost                                3,818       --

</TABLE>

Accounting Policies Note:                   Cash equivalents include demand 
                                            deposits at other financial 
                                            institutions and the Federal Home 
                                            Loan Bank.


















See accompanying notes to consolidated financial statements.



                                       5
<PAGE>   8
                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                   Notes to Consolidated Financial Statements

                                   (UNAUDITED)

1    The information contained in the accompanying consolidated financial
     statements is unaudited. In the opinion of management, the financial
     statements contain all adjustments (none of which were other than normal
     recurring entries) necessary for a fair statement of the results of
     operations for the interim periods. The results of operations for the
     interim periods are not necessarily indicative of the results which may be
     expected for the entire fiscal year. The accompanying consolidated
     financial statements should be read in conjunction with the consolidated
     financial statements for the year ended June 30, 1997 contained in the
     Annual Report to stockholders and as an exhibit filed with Form 10-KSB.

2    The Company continued its stock repurchase program and open-market purchase
     program under approval of the FDIC of up to a total of 8% of the common
     stock issued by the Company. During the quarter ended December 31, 1997,
     the Company repurchased 83,800 shares of common stock at an average price
     of $8.673 per share.

3    In February 1997, the Financial Accounting Standards Board issued Statement
     No. 128, Earnings Per Share" (SFAS No. 128). SFAS 128 simplifies the
     standards for computing earnings per share and makes the calculation
     comparable to international standards. SFAS 128 replaces primary earnings
     per share with a presentation of basic earnings per share. It also requires
     dual presentation of basic and diluted earnings per share and a
     reconciliation of basic to diluted earnings per share.

     Basic earnings per share is computed by dividing income available to common
     stockholders by the weighted-average number of common shares outstanding
     for the period. Diluted earnings per share reflects the potential dilution
     that could occur if securities or other contracts to issue common stock
     were exercised into common stock or resulted in the issuance of common
     stock that then shared in the earnings of the Company.

     SFAS 128 is effective for financial statements issued for periods ending
     after December 15, 1997, and requires restatement of all prior earnings per
     share data.

     The following reconciles amounts reported in the financial statements:

<TABLE>
<CAPTION>
                                                          Three Months Ended                           Six Months Ended
                                                          December 31, 1997                            December 31, 1997
                                             -----------------------------------------    ------------------------------------------
                                                Income         Shares        Per Share       Income         Shares         Per Share
                                              (Numerator)  (Denominator)       Amount      (Numerator)   (Denominator)      Amount
                                             ------------  -------------    ----------    -------------  -------------  ------------
<S>                                         <C>          <C>               <C>           <C>            <C>                <C> 
          Income available to
               Common Shareholders:
               Basic earnings per share      $   129,000       2,387,977          0.05    $   295,000        2,416,833          0.12
                                                                    

          Effect of diluted securities
               Options                                --          11,954                           --           11,954
                                             -----------  --------------                  -----------    -------------

          Income available to
               Common Shareholders:
               Diluted earnings per share    $   129,000       2,399,931          0.05    $   295,000        2,428,787          0.12
                                             ===========  ==============  ============    ===========    =============  ============

</TABLE>

Basic and diluted earnings per share are the same for the three months and six
months ended December 31, 1996. Weighted-average shares outstanding for the
three months and six months ended December 31,1996 were 2,442,163 and 2,454,203
respectively.





                                       6
<PAGE>   9







4    During the quarter ended September 30, 1997, the Company transferred its
     investments from its held-to-maturity portfolio to its available-for-sale
     portfolio. This was done as the result of the sale, from its
     held-to-maturity portfolio, of a $200,000 REMIC, on which a $1,375 realized
     loss was incurred, whose nature and volatility was inconsistent with the
     Company's conservative investment objectives. The remaining investments in
     the held-to-maturity portfolio transferred to the available-for-sale
     portfolio had an amortized cost of $3.8 million and resulted in an
     unrealized gain of $48,000.













                                       7
<PAGE>   10
                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations


General

Reliance Bancshares, Inc. (Company) has no significant assets other than common
stock of Reliance Savings Bank (Bank), cash and cash equivalents, securities and
the loan to the ESOP. The Company's principal business is the business of the
Bank. Therefore, the information in the Management's Discussion and Analysis of
Financial Condition and Results of Operations relates to the Bank and its
operations.

Certain statements in this report which relate to the Company's plans,
objectives or future performance, may be deemed to be forward-looking statements
within the meaning of the Private Securities Litigation Act of 1996. Such
forward-looking statements includes words and phrases such as "will likely
result", "are expected to", "will continue", "is anticipated", "estimate",
"project", or similar expressions and various other statements contained herein.
Such statements are based on management's current expectations. Actual
strategies and results in future periods may differ materially from those
currently expected because of various risks and uncertainties. Additional
discussion of factors affecting the Company's business and prospects is
contained in periodic filings with the Securities and Exchange Commission.

Lending Activities

The Bank originates first mortgage loans secured by one-to-four family
owner-occupied residences and residential construction loans within the Bank's
primary lending area. All of the Bank's first mortgage loans are originated for
the Bank's own loan portfolio. The Bank originated $3,792,000 mortgage loans at
an average rate of 8.73% during the six months ended December 31, 1997 compared
to $5,877,000 at an average rate of 8.67% during the six months ended December
31, 1996.

The Bank had $1,640,000 in commitments outstanding to originate mortgage loans
at December 31, 1997.

Liquidity and Capital Resources

The Bank's principal sources of funds are cash receipts from deposits, principal
collections on loans and mortgage-backed and related securities, proceeds from
maturities of securities, and net earnings. The Bank has an agreement with the
Federal Home Loan Bank to provide cash advances, should the need for additional
funds be required. The financial institution industry historically has accepted
interest rate risk as a part of its operating philosophy. The Bank continues to
actively manage its interest rate risk, with strategies such as originating
mortgage loans which permit adjustment to the interest rate annually after an
initial fixed-rate term of three years in order to reduce inherent interest rate
risk.

The Bank is required to maintain minimum amounts of capital to total
"risk-weighted" assets, as defined by the banking regulators. At December 31,
1997, the Bank is required to have a minimum 3% Tier 1 capital to total assets
ratio, a minimum 4% Tier 1 capital to risk-weighted assets ratio and a minimum
8% of qualifying total capital to risk-weighted assets ratio. The Bank's actual
ratios at that date were 46.47%, 67.46% and 70.12%, respectively.
Wisconsin-




                                       8
<PAGE>   11

chartered savings banks are also required to maintain a minimum capital to
assets ratio of 6%. The Bank's capital exceeds all minimum standards required by
federal and state regulations.

For regulatory purposes, liquidity is measured as a ratio of cash and certain
investments to withdrawable deposits and short-term borrowings. The minimum
level of liquidity required by regulation is 8%. The Bank's liquidity ratio was
over 75% at December 31, 1997.

Financial Condition

Total assets decreased $2,420,000 to $44,589,000 at December 31, 1997 from
$47,009,000 at June 30, 1997. Investment securities decreased $1,763,000 to
$12,907,000 at December 31, 1997 from $14,670,000 at June 30, 1997,
mortgage-backed securities decreased $164,000 to $521,000 at December 31, 1997
from $685,000 at June 30, 1997, certificates of deposit increased $289,000 to
$583,000 at December 31, 1997 from $294,000 at June 30, 1997 and cash and cash
equivalent deposits decreased $569,000 to $2,479,000 at December 31, 1997 from
$3,048,000 at June 30, 1997. Loans receivable decreased $145,000 to $27,456,000
at December 31, 1997 from $27,601,000 at June 30, 1997. The net decrease in
these items was offset by the $2,008,000 decrease in borrowed funds to
$4,000,000 at December 31, 1997 from $6,008,000 at June 30, 1997.

Proceeds from the sale and maturity of securities were also used to fund loans
and purchase securities. An unrealized gain on securities available for sale,
net of tax effect, of $660,000 has been recognized as a component of
stockholders' equity at December 31, 1997. Stockholders' equity is expected to
increase or decrease in the future to the extent, net of income tax effect, that
the market value of securities held for sale increase or decrease.

Accrued interest on loans and securities decreased and accrued interest on
certificates of deposit decreased due to timing of interest receipts and
interest payments. Other assets and income taxes payable fluctuated due to
timing of corporate income tax payments.

The Year 2000 Issue concerns a problem resulting from computer programs being
written using two digits rather than four digits to define the applicable year.
Any of the Company's software programs, or software programs used by its
third-party providers, that are date-sensitive may recognize a date using "00"
as the year 1900 rather than the year 2000. If not corrected, this problem could
cause a major system failure or miscalculations and represent a material cost to
the Company. Reliance Savings Bank has developed a Year 2000 Compliance Plan and
has conducted a review of its computer systems and its third-party systems
identifying those that could be affected by the Year 2000 Issue. The Company
believes that, with modifications to existing software used by the Company and
by its third-party providers, the Year 2000 problem will not pose significant
operational problems for the Company. The Company does not anticipate costs to
remedy the Year 2000 issue will have a material impact on the financial
condition of the Company.

Net Earnings

The Company had net earnings of $295,000 for the six months ended December 31,
1997 compared to net earnings of $412,000 for the six months ended December 31,
1996. The primary reason for the decrease in net earnings was due to decreased
interest income on investment securities partially offset by increased interest
income on loans; and, increased interest expense on borrowings. Net earnings for
the 1997 period was also affected by higher compensation and benefits and
professional services partially offset by lower federal insurance premiums.




                                       9
<PAGE>   12

Net earnings decreased $124,000 to $129,000 for the three months ended December
31, 1997 compared to $253,000 for the three months ended December 31, 1996. The
primary reason for the decrease was due to decreased interest income on
investment securities partially offset by increased interest income on loans;
and, increased interest expense on borrowings accompanied by higher compensation
and benefits and professional services.

Net Interest Income

Net interest income decreased from $1,233,000 for the six months ended December
31, 1996 to $1,065,000 for the six months ended December 31, 1997. Net interest
income decreased from $633,000 for the three months ended December 31, 1996 to
$530,000 for the three months ended December 31, 1997. The decrease in net
interest income was due to increased interest expense on borrowings partially
offset by increased interest income on loans and decreased interest income on
investment securities. Interest income on loans increased as a result of a
higher portfolio average balance while interest income on investment securities
decreased as a result of a lower portfolio average balance. Interest expense on
borrowings increased due to a higher average balance of borrowings. The decrease
in the investment portfolio and the increase in borrowings is primarily the
result of the capital distribution of approximately $7.3 million in November
1996.

Provision for Loan Losses

Provision for loan losses is based upon management's consideration of economic
conditions which may affect the ability of borrowers to repay the loans.
Management also reviews individual loans for which full collectibility may not
be reasonably assured and considers, among other matters, the risks inherent in
the Bank's portfolio and the estimated fair value of the underlying collateral.
This evaluation is ongoing and results in variations in the Bank's provision for
loan losses. There were no nonperforming loans at December 31, 1997 and 1996
respectively. As a result of this evaluation, the Bank's provision for loan
losses for the six months ended December 31, 1997 and 1996 amounted to $11,000.
The Bank's provision for loan losses for the three months ended December 31,
1997 and 1996 amounted to $5,000 and $6,000 respectively.

Noninterest Income

Noninterest income increased from $8,000 for the six months ended December 31,
1996 to $14,000 for the six months ended December 31, 1997 and noninterest
income increased from $5,000 for the three months ended December 31, 1996 to
$16,000 for the three months ended December 31, 1997 as the result of an
increase in broker fees.

Noninterest Expense

Noninterest expense increased from $575,000 for the six months ended December
31, 1996 to $590,000 for the six months ended December 31, 1997. Compensation
and benefits increased from $207,000 for the six months ended December 31, 1996
to $326,000 for the six months ended December 31, 1997 due to the implementation
of the ESOP and the Management Retention Plan. Fees for professional services
increased from $57,000 for the six months ended December 31, 1996 to $95,000 for
the six months ended December 31, 1997 due to legal fees for services rendered
in connection with periodic security filings. Federal insurance premiums
decreased from $157,000 for the six months ended December 31, 1996 to $6,000 for
the six months ended December 31, 1997 as the result of the special one-time
industry-wide assessment charged in 1996 by the Federal Deposit Insurance
Corporation (FDIC) to recapitalize the Savings Association Insurance Fund
(SAIF).



                                       10
<PAGE>   13

Noninterest expense increased from $229,000 for the three months ended December
31, 1996 to $341,000 for the three months ended December 31, 1997. The primary
reason for the increase was due to an increase in compensation and benefits
associated with the ESOP and Management Retention Plan and an increase in
professional services.

Income Taxes

Income taxes fluctuated due to the level of pre-tax earnings.



























                                       11
<PAGE>   14
                    RELIANCE BANCSHARES, INC. AND SUBSIDIARY
                                     Amended
                           PART II - Other Information


Item 1 - Legal Proceedings

       There are no material legal proceedings to which the Holding Company or
       the Bank is a party or of which any of their property is subject. From
       time to time, the Bank is a party to various legal proceedings incident
       to its business.

Item 2 - Changes in Securities

       None.

Item 3 - Defaults upon Senior Securities

       Not applicable.

Item 4 - Submission of Matters to a Vote of Security Holders

       At the Annual Meeting of Shareholders held October 21,1997, Mr. John T.
       Lynch was elected to a three year term as director. Shareholders also
       voted to ratify the appointment of Schenck & Associates, S.C. (the
       successor to Meier, Clancy, George & Co. LLP following the merger of
       Meier, Clancy, George & Co. LLP with and into Schenck & Associates, S.C.)
       as independent auditors of the Company for the fiscal year ending June
       30, 1998.

       At the Annual Meeting of Shareholders, there were:

       a)     2,499,401 votes eligible to be cast,
       b)     1,902,981 votes cast for and 270,458 votes withheld from the
              election of Mr. Lynch,
       c)     1,917,672 votes cast for, 207,962 votes cast against, and 47,805
              abstentions related to the ratification of the appointment of
              Schenck & Associates, S.C. as the Company's independent auditors.

Item 5 - Other Information

       None.

Item 6 - Exhibits and Reports on Form 8-K.

       a)     Exhibits: None.

       b)     Reports on Form 8-K: No reports on Form 8-K have been filed during
              the quarter for which this report is filed.







                                       12
<PAGE>   15


                                   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 thereunto duly authorized.

                            RELIANCE BANCSHARES, INC.

                                  (Registrant)

Date:    March 26, 1998               BY: /s/
                                          --------------------------------------
                                          Allan T. Bach, Chairman of the Board,
                                          President and Chief Executive Officer
                                          (Principal Executive Officer)



Date:    March 26, 1998               BY: /s/
                                          --------------------------------------
                                          Carol A. Barnharst, Vice President and
                                          Chief Financial Officer (Principal 
                                          Financial and Accounting Officer)



























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