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                                UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE 
      ACT OF 1934

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997

                                    0-23235
                             COMMISSION FILE NUMBER

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


                DELAWARE                                     36-3497644
(State or other jurisdiction of incorporation              (I.R.S. Employer 
      or organization)                                     Identification No.)


                               ONE MARRIOTT DRIVE
                          LINCOLNSHIRE, ILLINOIS 60069
                    (Address of principal executive offices)

                                 (847) 634-4200
               Registrant's telephone number, including area code

                         COMMON STOCK, $0.001 PAR VALUE
           Securities registered pursuant to Section 12(g) of the Act

Indicate by check mark whether the registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities 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.
[X] Yes  [ ] No.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]

The aggregate market value of the registrant's voting stock held by
non-affiliates of the registrant was approximately $34.0 million as of March
18, 1998.  As of March 18, 1998, the registrant had outstanding 2,922,574
shares of Common Stock.



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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)Documents filed as part of this Report:

   1., 2. Financial Statements and Schedules                                    
                                                                                
          The Consolidated Financial Statements are incorporated by             
          reference to the following pages from the 1997 Annual Report to       
          Shareholders, attached hereto as Exhibit 13.1:                        
                                                                                
                                                                      Page      
                                                                      -----     
          Report of Independent Auditors...........................     10      
          Report of Consolidated Balance Sheets....................     11      
          Report of Consolidated Statements of Income..............     12      
          Report of Consolidated Statements of Shareholders' Equity     13      
          Report of Consolidated Statements of Cash Flows..........     14      
          Report of Notes to Consolidated Financial Statements.....  15-30      
                                                                                
          No schedules are required to be filed with this report.               
                                                                                
    3.0   Exhibits                                                              
                                                                                
    3.1   Second Restated Certificate of Incorporation of the Company           
          (incorporated by reference to Exhibit 3.1 of the Company's Form S-1   
          Registration Statement (No. 333-32561) filed with the Securities and  
          Exchange Commission on July 31, 1997).                                
                                                                                
    3.2   By-laws of the Company (incorporated by reference to Exhibit 3.2 of   
          the Company's Form S-1 Registration Statement (No. 333-32561) filed   
          with the Securities and Exchange Commission on July 31, 1997).        
                                                                                
    10.1  $10 Million Business Loan Agreement between Success Bancshares, Inc.  
          and Cole Taylor Bank dated January 13, 1998.                          
                                                                                
    10.2  1995 Success Bancshares, Inc. Employee Stock Option Plan              
          (incorporated by reference to Exhibit 10.2 of the Company's Form      
          S-1 Registration Statement (No. 333-32561) filed with the Securities  
          and Exchange Commission on July 31, 1997).                            
                                                                                
    10.3  Employment Agreement between the Company and Saul D. Binder           
          (incorporated by reference to Exhibit 10.3 of the Company's Form S-1  
          Registration Statement (No. 333-32561) filed with the Securities and  
          Exchange Commission on July 31, 1997).                                
                                                                                
    10.4  Executive Severance Agreement between the Company and  Steven A.      
          Covert (incorporated by reference to Exhibit 10.4 of the Company's    
          Form S-1 Registration Statement (No. 333-32561) filed with the        
          Securities and Exchange Commission on July 31, 1997).                 
                                                                                
    10.5  Lease with respect to Lincolnwood branch banking facility (October,   
          1991) (incorporated by reference to Exhibit 10.5 of the               
          Company's Form S-1 Registration Statement (No. 333-32561) filed       
          with the Securities and Exchange Commission on July 31, 1997).        
                                                                                
    10.6  Lease with respect to Lincoln Park branch banking facility (April,    
          1993) (incorporated by reference to Exhibit 10.6  of the Company's    
          Form S-1 Registration Statement (No. 333-32561) filed with the        
          Securities and Exchange Commission on July 31, 1997).                 
                                                                                
                                                                                
                                                                               
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     10.7    Lease with respect to Northbrook branch banking facility
             (December 1994) (incorporated by reference to Exhibit 10.7 of the
             Company's Form S-1 Registration Statement (No. 333-32561) filed
             with the Securities and Exchange Commission on July 31, 1997).
            
     10.8    Lease with respect to Deerfield/Riverwoods branch banking
             facility (September, 1995) (incorporated by reference to Exhibit
             10.8 of the Company's Form S-1 Registration Statement (No.
             333-32561) filed with the Securities and Exchange Commission on
             July 31, 1997).
            
     11.1    Statement re Computation of Per Share Earnings
            
     13.1    1997 Annual Report to Shareholders
            
     21.1    Subsidiaries of the Company (incorporated by reference to
             Exhibit 21.1 of the Company's Form S-1 Registration Statement (No.
             333-32561) filed with the Securities and Exchange Commission on
             July 31, 1997).

     *27.1    Amended Financial Data Schedule
     _____________
     *Filed herewith.

(b)  Reports on Form 8-K

     A report on Form 8-K dated December 18, 1997 was filed with the Securities
     and Exchange Commission on December 19, 1997.  The report was filed to 
     report a press release announcing the Company's offer to acquire North 
     Bancshares, Inc.


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                                   SIGNATURES


        Pursuant to the requirements of Section 13 or 15 (d) of the Securities
        Exchange Act of 1934, the registrant has duly caused this Amendment to
        be signed on its behalf by the undersigned, thereunto duly authorized.


                        SUCCESS BANCSHARES, INC.


By: Saul D. Binder      /s/  Saul D. Binder                 May 11, 1998
                        ---------------------------------   ------------
                        President/Chief Executive Officer    (Dated)

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                                 EXHIBIT INDEX

3.1    Second Restated Certificate of Incorporation of the Company (incorporated
       by reference to  Exhibit 3.1 of the Company's Form S-1 Registration
       Statement (No. 333-32561) filed with the Securities and Exchange
       Commission on July 31, 1997).

3.2    By-laws of the Company (incorporated by reference to Exhibit 3.2 of the
       Company's Form S-1 Registration Statement (No. 333-32561) filed with the
       Securities and Exchange Commission on July 31, 1997).

10.1   $10 Million Business Loan Agreement between Success Bancshares, Inc. and
       Cole Taylor Bank dated January 13, 1998.

10.2   1995 Success Bancshares, Inc. Employee Stock Option Plan (incorporated by
       reference to Exhibit 10.2 of the Company's Form S-1 Registration
       Statement (No. 333-32561) filed with the Securities and Exchange
       Commission on July 31, 1997).

10.3   Employment Agreement between the Company and Saul D. Binder (incorporated
       by reference to Exhibit 10.3 of the Company's Form S-1 Registration
       Statement (No. 333-32561) filed with the Securities and Exchange
       Commission on July 31, 1997).

10.4   Executive Severance Agreement between the Company and Steven A. Covert
       (incorporated by reference to Exhibit 10.4 of the Company's Form S-1
       Registration Statement (No. 333-32561) filed with the Securities and
       Exchange Commission on July 31, 1997).

10.5   Lease with respect to Lincolnwood branch banking facility (October, 1991)
       (incorporated by reference to Exhibit 10.5 of the Company's Form S-1
       Registration Statement (No. 333-32561) filed with the Securities and
       Exchange Commission on July 31, 1997).

10.6   Lease with respect to Lincoln Park branch banking facility (April, 1993)
       (incorporated by reference to Exhibit 10.6 of the Company's Form S-1
       Registration Statement (No. 333-32561) filed with the Securities and
       Exchange Commission on July 31, 1997).

10.7   Lease with respect to Northbrook branch banking facility (December 1994) 
       (incorporated by reference to Exhibit 10.7 of the Company's Form S-1
       Registration Statement (No. 333-32561) filed with the Securities and
       Exchange Commission on July 31, 1997).

10.8   Lease with respect to Deerfield/Riverwoods branch banking facility
       (September, 1995) (incorporated by reference to Exhibit 10.8 of the 
       Company's Form S-1 Registration Statement (No. 333-32561) filed with the
       Securities and Exchange Commission on July 31, 1997).

11.1   Statement re Computation of Per Share Earnings

13.1   1997 Annual Report to Shareholders

21.1   Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 of
       the Company's Form S-1 Registration Statement (No. 333-32561) filed with
       the Securities and Exchange Commission on July 31, 1997).

*27.1  Amended Financial Data Schedule
__________________________

*Filed herewith.