UNITED STATES 
                      SECURITIES AND EXCHANGE COMMISSION 
                            Washington, D. C. 20549
                                   FORM 10-K


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

                  For the fiscal year ended December 31, 1998

                                    0-23235
                            Commission File Number

                           Success Bancshares, Inc. 
            (Exact name of registrant as specified in its charter)

     DELAWARE                                     36-34976644 
(State or other jurisdiction of         (I.R.S. Employer Identification No.) 
incorporation or organization) 

                              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 $31.8 million as of March
10, 1999.  As of March 10, 1999, the registrant had outstanding 2,959,236
shares of Common Stock.

                      DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Shareholders' Report for the year ended
December 31, 1998, are incorporated by reference into Part II hereof and
portions of the Proxy Statement for the registrant's Annual Meeting of
Shareholders to be held on May 26, 1999, are incorporated by reference into
Part III hereof.<PAGE>



                               TABLE OF CONTENTS

                                    PART I

ITEM 1.   Business                                                     1 - 14
ITEM 2.   Properties                                                       14
ITEM 3.   Legal Proceedings                                                14
ITEM 4.   Submission of Matters to Vote of Security Holders                14

                                    PART II

ITEM 5.   Market for Registrant's Common Equity and Related 
          Stockholder Matters                                              15
ITEM 6.   Selected Financial Data                                          15
ITEM 7.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                            15
ITEM 7A.  Quantitative and Qualitative Disclosure About Market Risk        15
ITEM 8.   Financial Statements and Supplementary Data                      15
ITEM 9.   Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                             15

                                   PART III

ITEM 10.  Directors and Executive Officers of the Registrant               16
ITEM 11.  Executive Compensation                                           16
ITEM 12.  Security Ownership of Certain Beneficial Owners and Management   16
ITEM 13.  Certain Relationships and Related Transactions                   16

                                    PART IV

ITEM 14.  Exhibits, Financial Statement Schedules and Reports on 
          Form 8-K                                                    17 - 19
          Signatures                                                       20<PAGE>



PART I

ITEM 1.   BUSINESS

Success Bancshares, Inc., a Delaware corporation incorporated in 1984 (the
"Company"), is a bank holding company headquartered in Lincolnshire, Illinois
with total assets of over $470 million at December 31, 1998.  The Company's
common stock is quoted on the NASDAQ National Market System under the symbol
"SXNB."  Through its wholly-owned subsidiary, Success National Bank which was
founded in 1973 (the "Bank"), the Company engages in full service community
banking.  The Bank is also headquartered in Lincolnshire, Illinois, located
approximately 35 miles north of downtown Chicago, and, in addition to its
headquarters, has ten additional branch offices.  These banking facilities, all
of which have been established since 1992, are located in Deerfield (2),
Libertyville, Lincolnwood (2), Chicago (2) (Lincoln Park and downtown),
Arlington Heights, Skokie and Northbrook.

The Company provides community banking services to individuals,
small-to-medium-sized businesses, local governmental units and institutional
clients primarily in the northern Chicagoland area.  These services include
traditional checking, NOW, money market, savings and time deposit accounts, as
well as a number of innovative deposit products targeted to specific market
segments.  The Bank offers home equity, home mortgage, commercial real estate,
commercial and consumer loans, safe deposit facilities and other innovative and
traditional services specially tailored to meet the needs of customers in its
target markets.  The Company's goal is to continue to offer innovative,
attractive financial products to businesses and individuals in its target
markets.  In May, 1996, the Bank became one of the first banks in its market
area to go on-line with its own home page on the World Wide Web
(http://www.successbank.com).  The Bank's home page enables consumers to access
information regarding branch locations, deposit and loan rates and economic
forecasts.

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements, including the accompanying notes, which
appear in the Company's 1998 Annual Report, filed as an exhibit to this Form
10-K.

Securities

The following table sets forth certain information with respect to the
Company's securities portfolio.

                                                 December 31, 
                                    1998             1997             1996
                                -------------    -------------   --------------
                            Amortized   Fair  Amortized  Fair  Amortized  Fair 
                               Cost     Value    Cost    Value   Cost     Value
                                             (dollars in thousands) 
Securities Available-for-sale:
 U.S. Treasury                 $5,201  $5,215  $3,775   $3,792    $748     $754
 U.S. government sponsored 
  entities                      4,251   4,276   3,346    3,301   5,846    5,721
 States and political subdivisions;
  Taxable                       1,732   1,881       -        -       -        -
  Exempt from Federal income 
   taxes                       12,995  13,191   4,437    4,442   1,565   1,561 <PAGE>



 Mortgage-backed securities    10,691  10,788   7,019    7,054   2,568    2,585
 SBA guaranteed loan 
  participation certificates    2,304   2,290   3,221    3,238   4,337    4,290
 Other securities               3,141   3,396     182      263     110      236
                              ------- ------- -------  ------- -------  -------
 Total                        $40,315 $41,037 $21,980  $22,090 $15,174  $15,147
                              ======= ======= =======  ======= =======  =======

Securities Held-to-maturity:
 U.S. Treasury                 $    -  $    - $   246  $   248 $   242  $   245
 U.S. government sponsored
  entities                          -       -  14,754   14,962  15,368   15,403
 States and political subdivisions
  Taxable                           -       -   1,791    1,899   1,845    1,939
  Exempt from Federal income
   taxes                            -       -   6,506    6,702   6,906    7,041
 Mortgage-backed securities         -       -   5,148    5,409   5,804    6,037
 Other securities                   -       -   3,219    3,219   2,395    2,395
                              ------- ------- -------  ------- -------  -------
 Total                          $   -   $   - $31,664  $32,439 $32,560  $33,060
                              ======= ======= =======  ======= =======  =======

Securities of a Single Issuer

There were no securities of any single issuer, other than the U.S. Treasury or
U.S. government sponsored entities, which had a book value in excess of ten
percent of shareholders' equity at December 31, 1998.<PAGE>




Securities, Maturities and Yields

The following table sets forth maturities and the weighted average yields of 
the securities at December 31, 1998.

<TABLE>
                                                    Maturity
<CAPTION>
                               Due in One Year Due After One  Due After Five   Due A
                                   or Less   Year Through FiveYears through TenTen Y
                                     Weighted       Weighted       Weighted       We
                                      Average        Average       Average         A
                              Balance   YieldBalance   YieldBalance  Yield Balance
<S>                               <C>     <C>    <C>     <C>    <C>    <C>     <C>
                                                    (dollars in thousands)
Available-for-sale:
 U.S. Treasury                 $4,203   5.20% $1,012   5.38% $    -     -%   $   -
 U.S. government sponsored 
  entities                      1,264    5.89  2,260    5.53    752   6.43       -
 State and political 
  subdivisions <1>              1,948    7.28  5,090    7.02  4,396   7.16   3,638
 Mortgage-backed securities <2>   874    6.72  7,657    6.25  1,364   6.46     893
 SBA guaranteed loan
  participation certificates <2>   19    9.17    693    7.43    451   7.39   1,127
 Other securities                   -       -    250    7.38    200   7.41   2,946
                               ------  ------ ------  ------ ------ ------  ------
                               $8,308   5.96%$16,962   6.40% $7,163  6.97%  $8,604
                               ======  ====== ======  ====== ====== ======  ======
<FN>
<1>  The yield is reflected on a fully tax equivalent basis utilizing a 34% tax rate.
<2>  These securities are presented based on contractual maturities.
</TABLE>

Loan Portfolio

The loan portfolio is the largest category of the Company's interest earning
assets. At December 31, 1998 the ratio of total loans to total assets was 
79.7% as compared to a ratio of 76.3% at December 31, 1997.

The following table sets forth the historical composition of the loan portfolio.
TABLE
<PAGE>




<CAPTION>
                                          December 31,
                       1998           1997           1996           1995           1
                           Percent of     Percent ofPercent of   Percent of     Perce
                     AmountPortfolioAmountPortfolioAmountPortfolioAmountPortfolioAmo
                                                 (dollars in thousands) 
<S>                     <C>     <C>    <C>    <C>     <C>     <C>    <C>     <C>
Commercial         $102,592  27.34%$87,506 30.21% $58,912  28.68%$45,217  26.14%$33,
Real estate - 
 construction        15,517    4.14 13,409   4.63  12,282    5.98 12,821    7.41  8,
Real estate - 
 mortgages          168,833   45.00106,120  36.64  84,920   41.34 68,227   39.44 63,
Home equity          78,384   20.89 72,944  25.18  43,193   21.03 37,820   21.86 30,
Installment           9,433    2.51  9,253   3.19   5,615    2.73  8,655    5.00  4,
Credit cards            456    0.12    432   0.15     503    0.24    261    0.15
                    ------- --------------------- ------- -------------- -----------
Total gross loans   375,215 100.00%289,664100.00% 205,425 100.00%173,001 100.00%141,
                            =======       =======         =======        =======
Unearned discount         -              -            (2)            (3)
Net deferred loan fees  135          (187)          (261)          (223)          (1
Unaccreted discount 
 from loss on transfer 
 of loans from held-
 for-sale to portfolio(263)          (373)          (438)          (451)          (5
                    -------        -------        -------        -------        ----
Loans, net of unearned 
 discount and net 
 deferred loan fees 375,087        289,104        204,724        172,324        140,
Allowance for loan 
 losses             (3,824)        (2,079)        (1,425)        (1,189)        (1,0
                    -------        -------        -------        -------        ----
Net loans          $371,263        $287,025      $203,299        $171,135       $139,
                    =======        =======        =======        =======        ====
/TABLE
<PAGE>



Commercial Loans:  The majority of commercial loans are written with adjustable
interest rates to match variable rate funding sources.  Total commercial loans
increased $15.1 million to $102.6 million at December 31, 1998, as the Company
continued to actively pursue commercial loan relationships.  Commercial loans
represented 27.3% of the total loan portfolio at December 31, 1998, as compared
to 30.2% of the total loan portfolio at December 31, 1997.

Real Estate Mortgage Loans:  Real estate mortgage loans, which consist of
residential and commercial loans secured by real estate, totaled $168.8 million
at December 31, 1998, compared to $106.1 million at December 31, 1997.  This
increase is primarily associated with growth during 1998 of $29.8 million or
69.8% in residential mortgage loans to $72.4 million at December 31, 1998 as
compared to December 31, 1997.  In addition, commercial mortgage loans
increased $32.9 million to $96.4 million at December 31, 1998 as compared to
$63.5 million at December 31, 1997.

Home Equity Loans:  Home equity loans increased $5.4 million, or 7.5%, from
December 31, 1997 and were $78.4 million at December 31, 1998.  At December 31,
1997 home equity loans increased $29.8 million or 68.9% to $73.0 million
primarily as a result of the initiation of a promotion in June, 1997.  At
December 31, 1998, home equity loans accounted for 20.9% of the total loan
portfolio, compared to 25.2% of the total loan portfolio at December 31, 1997.
The increase in home equity loans is primarily due to the Company's prime
rate-based home equity products, including a promotion featuring a 7.5% fixed
rate for three years, adjusting to prime thereafter.  As of December 31, 1998,
the Company had total commitments on all home equity loans of $173.6 million,
with 45.2% or $78.4 million drawn and outstanding.  Home equity lines of
credit, when aggregated with senior mortgage indebtedness, normally do not
exceed 80% of the residential real estate collateral value.  These loan to
value ratios help to limit the credit risk associated with these loans.

The Bank has no concentrations of loans to borrowers engaged in the same or
similar industries that exceed 10% of total loans.  The Company maintains a
policy of directing its lending activities to the target markets from which its
deposits are drawn.

Loan Maturities

The following table sets forth the maturities of commercial and real estate
construction loans outstanding at December 31, 1998.  Also set forth are the
amounts of such loans due after one year, classified according to sensitivity
to changes in interest rates.

                                     Maturity

                           Due in OneDue After One Year  Due After 
                         Year or LessThrough Five Years  Five Years  Total
                                             (dollars in thousands)

                                             Floating       Floating
                                        Fixed  Rate    Fixed Rate 
Commercial and real estate
 construction loans          $102,368  $9,095 $3,178  $2,783  $685$118,109

Non-performing Loans<PAGE>



Non-performing loans include:  (1) loans accounted for on a non-accrual basis;
(2) accruing loans contractually past due ninety days or more as to interest or
principal payments; and (3) loans whose terms have been renegotiated to provide
a reduction or deferral of interest or principal because of a deterioration in
the financial position of the borrower.

The Bank has a reporting and control system to monitor non-performing loans.
The following table provides certain information on the Bank's non-performing
loans at the dates indicated.

                                             December 31,
                               1998      1997      1996      1995      1994
                                             (dollars in thousands) 
Nonaccrual loans             $  268    $1,479    $    -    $   13    $  258
Restructured loans                -         -         -         -         -
Loans 90 days or more past 
 due, still accruing             81       341       118       626       123
                             ------    ------    ------    ------    ------
Total non-performing loans   $  349    $1,820    $  118     $ 639    $  381
                             ------    ------    ------    ------    ------
Non-performing loans to 
 loans, net of unearned
 discount and net deferred
 loan fees                     .09%     0.63%     0.06%     0.37%     0.27%

Non-performing loans to
 allowance for loan losses    9.13%    87.54%     8.28%    53.74%    38.10%

Management is aggressively pursuing collection efforts with respect to
non-performing loans.

Loans with principal or interest payments contractually due but not yet paid
are reviewed by senior management on a weekly basis and are placed on
nonaccrual status when scheduled payments remain unpaid for 90 days or more,
unless, in the judgement of management, the loan is both well-secured and in
the process of collection.  Interest accrued and unpaid at the time a loan is
placed on nonaccrual status is charged against interest income.  Subsequent
payments are either applied to the outstanding principal balance or recorded as
interest income, depending on the assessment of the ultimate collectibility of
the loan.  Restructured loans include troubled debt restructuring (which
involved forgiving a portion of interest or principal on any loans or making
loans at a rate materially less than the market rate).  The Company had no
restructured loans at December 31, 1998.

Potential Problem Loans

In addition to those loans disclosed under "Non-performing Loans," there are
certain loans in the portfolio which management has identified, through its
problem loan identification system which exhibit a higher than normal credit
risk.  Management's review of the total loan portfolio to identify loans where
there is concern that the borrower will not be able to continue to satisfy
present loan repayment terms includes factors such as review of individual
loans, recent loss experience and current economic conditions.  Loans in this
category include those with characteristics such as those that have recent
adverse operating cash flow or balance sheet trends, or have general risk
characteristics that the loan officer believes might jeopardize the future
timely collection of principal and interest payments.  The principal amount of<PAGE>



loans in this category as of December 31, 1998 and December 31, 1997 were
approximately $812 thousand and $3.7 million, respectively.  One loan, a
commercial mortgage totaling $2.9 million, which was repaid during 1998,
contributed to the decrease.  At December 31, 1998, there were no significant
loans which were classified by any bank regulatory agency that are not included
above as non-performing or as a potential problem loan.

Other Real Estate Owned

The Bank had two properties, both strip shopping centers in Chicago, Illinois,
totaling $435 thousand in other real estate owned at December 31, 1998.  At
December 31, 1997 other real estate owned was comprised of one single family
home in Deerfield, Illinois, with a balance of $290 thousand.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate to
provide for potential future losses in the Company's loan portfolio.  The level
of the allowance is based upon management's periodic and comprehensive
evaluation of the loan portfolio, as well as current and projected economic
conditions.  Reports of examination furnished by Federal banking authorities
are also considered by management in this regard.  These evaluations by
management in assessing the adequacy of the allowance include consideration of
past loan loss experience, changes in the composition of the loan portfolio,
the volume and condition of loans outstanding and current market and economic
conditions.

Loans are charged to the allowance for loan losses when deemed uncollectible by
management, unless sufficient collateral exists to repay the loan.

Set forth in the following table is an analysis of the allowance for loan
losses.

                                             Year Ended December 31,
                               1998      1997      1996     1995      1994
                                             (dollars in thousands) 
Allowance at beginning 
 of period                   $2,079    $1,425    $1,189   $1,000      $855
Charge-offs:
 Commercial                     185        71        49        -        88
 Real estate - construction       -         -         -        -         -
 Real estate - mortgage           -         -         -        -         -
 Home equity                      -         -         -        -         -
 Installment                     13        23        20        4         1
 Credit cards                     9        55         9       15        50
                             ------    ------    ------   ------    ------
Total charge-offs               207       149        78       19       139
                             ------    ------    ------   ------    ------
Recoveries:
 Commercial                       2        22         -        -        31
 Real estate - construction       -         -         -        -         -
 Real estate - mortgage           -         -         -        -         -
 Home equity                      -         -         -        -         -
 Installment                      5        15         3        -         1
 Credit cards                     2         -         1        1         2
                             ------    ------    ------   ------    ------
Total recoveries                  9        37         4        1        34<PAGE>



                             ------    ------    ------   ------    ------
Net charge-offs                 198       112        74       18       105
Provision for loan losses     1,943       766       310      207       250
                             ------    ------    ------   ------    ------
Allowance at end of period   $3,824    $2,079    $1,425   $1,189    $1,000
                             ======    ======    ======   ======    ======
Allowance to loans, net of 
 unearned discount and net 
 deferred loan fees           1.02%     0.72%     0.70%    0.70%     0.71%
Net charge-offs to average 
 net loans                    0.06%     0.05%     0.04%    0.01%     0.08%

The loan loss provision of $1.9 million in 1998 reflects an increase of $1.2
million from the 1997 provision.  The increase was necessary to reflect the
increase in commercial lending and commercial real estate lending.<PAGE>




The following table presents management's allocation of the allowance for loan 
losses
<TABLE>
<CAPTION>
                                                              December 31,
                                1998           1997           1996           1995   
                                Percent of     Percent of     Percent of     Percent
                                loans of       loans of       loans of       loans o
                                   each            each          each            eac
                                category       category       category       categor
                                to total       to total       to total       to tota
                          Amount  loans  Amount   loans Amount  loans  Amount   loan
<S>                          <C>    <C>     <C>     <C>    <C>    <C>     <C>     <C
                                               (dollars in thousands) 
Commercial                $1,242 27.34%    $829  30.21%   $597 28.68%    $596  26.14
Real estate - construction     -   4.14       -    4.63      -   5.98       -    7.4
Real estate - mortgage        64  45.00     118   36.64     59  41.34      37   39.4
Installment                   91   2.51      56    3.19     34   2.73      36    5.0
Home equity                  635  20.89     387   25.18    224  21.03     190   21.8
Credit cards                  10   0.12       5    0.15     12   0.24       7    0.1
Unallocated                1,782      -     684       -    499      -     323
                         -------------- ------- --------------------- ------- ------
Total                     $3,824100.00%  $2,079 100.00% $1,425100.00%  $1,189 100.00
                         ============== ======= ===================== ======= ======
</TABLE>

Control of the Company's loan quality is continually monitored by management and
is reviewed by the Board of Directors and loan committee of the Bank on a 
monthly basis, subject to the Company's Board of Directors through its members 
who serve on the loan committee.  In review of the loan portfolio is provided by
the examinations conducted by regulatory independent public accountants in 
conjunction with their annual audit, and an independent loan review performed by
an entity engaged by the Board of Directors of the Bank.  The amount of 
allowance for loan losses, which are charged to earnings through the provision
for loan losses, are determined based on a variety of factors, including actual
charge-offs during the year, historical loss experience, delinquent loans, and 
an evaluation of current and prospective economic conditions in the Company's 
market area.  Although management believes the allowance for loan losses is
any potential losses, there can be no assurance that the allowance will prove 
sufficient to cover actual loan losses in the future.

Deposits<PAGE>



Average total deposits were $363.9 million for the year ended December 31, 1998,
an increase of 31.5% from 1997.  The increase in deposits occurred primarily as
a result of opening new branches, and continued emphasis on deposit growth 
through marketing and rate promotions.  The composition of deposits has not 
changed significantly from 1997.<PAGE>



The following table sets forth the maturities of certificates of time deposit
of $100,000 or more and other time deposits of $100 thousand or more at
December 31, 1998.

                                                                 December 31, 
                                                                     1998  
                                                         (dollars in thousands)
Maturing within three months                                      $  33,842
After three but within six months                                    19,157
After six but within twelve months                                    4,196
After twelve months                                                   1,054
                                                                  ---------
Total                                                             $  58,249
                                                                  =========

Asset/Liability Management

As a continuing part of its financial strategy, the Company attempts to manage
the impact of fluctuations in market interest rates on its net interest income.
This effort entails providing a reasonable balance between interest rate risk,
credit risk, liquidity risk and maintenance of yield.  Asset/Liability
management policies are established and monitored by management in conjunction
with the Board of Directors of the Bank, subject to general oversight by the
Company's Board of Directors.  The policies establish guidelines for acceptable
limits on the sensitivity of the market value of assets and liabilities to
changes in interest rates.

The Company's net income is dependent on its net interest income.  Net interest
income is susceptible to interest rate risk to the degree that interest bearing
liabilities mature or reprice on a different basis than interest earning
assets.  When interest bearing liabilities mature or reprice more quickly than
interest earning assets in a given period, a significant increase in market
rates of interest could adversely affect net interest income.  Similarly, when
interest earning assets mature or reprice more quickly than interest bearing
liabilities, falling interest rates could result in a decrease in net income.
The following table illustrates the Company's estimated interest rate
sensitivity and periodic and cumulative gap positions as calculated as of
December 31, 1998.

                                  Time to Maturity or Repricing
                         0-90 Days91-365 Days1-5 YearsOver 5 Years    Total
                                  (dollars in thousands) 
Interest Earning Assets:
 Net loans(1)             $127,142    $20,416 $140,896   $87,639   $376,093
 Securities                  6,025     11,066   15,279     8,667     41,037
 Interest bearing deposits 
  with financial institutions7,019          -        -         -      7,019
 Federal funds sold          6,900          -        -         -      6,900
                           -------    -------  -------   -------    -------
Total earning assets      $147,086    $31,482 $156,175   $96,306   $431,049
                           -------    -------  -------   -------    -------
Interest Bearing Liabilities:
 NOW and money market 
  accounts                 $53,615    $29,369  $68,767   $     -  $151,751 
 Savings deposits              810      2,430   12,958     6,488     22,686
 Time deposits              82,336     59,468   17,755    11,182    170,741
 Borrowings                  6,022      2,000    7,802    20,689     36,513<PAGE>



                           -------    -------  -------   -------    -------
Total interest bearing
 liabilities              $142,783    $93,267 $107,282   $38,359   $381,691

Rate sensitive assets (RSA) $147,086 $178,568 $334,742  $431,049   $431,049

Rate sensitive liabilities
 (RSL)                    $142,783   $236,050 $343,332  $381,691   $381,691

Cumulative gap 
 (GAP = RSA - RSL)          $4,303  $(57,482) $(8,590)   $49,358    $49,358

RSA/Total assets            31.26%     37.95%   71.15%    91.62%     91.62%
RSL/Total assets            30.35%     50.17%   72.98%    81.13%     81.13%

GAP/Total assets             0.91%   (12.22%)  (1.83%)    10.49%     10.49%
GAP/RSA                      2.93%    (3.49%)  (4.43%)    11.45%     11.45%

(1)  Includes loans held for sale.

While the gap position illustrated above is a useful tool that management can
assess for general positioning of the Company's balance sheet, management uses
an additional measurement tool to evaluate its asset/liability sensitivity
which determines exposure to changes in interest rates by measuring the
percentage change in net interest income due to changes in rates over a
one-year time horizon.  Management measures such percentage change assuming an
instantaneous permanent parallel shift in the yield curve of 100 and 200 basis
points, both upward and downward.  The model uses an option-based pricing
approach to estimate the sensitivity of mortgage loans.  The most significant
embedded option in these types of assets is the prepayment option of the
borrowers.  The model uses various prepayment assumptions depending upon the
type of mortgage instrument (residential mortgages, commercial mortgages,
mortgage-backed securities, etc.).  Prepayment rates for mortgage instruments
ranged from 5 to 45 CPR (Constant Prepayment Rate) as of December 31, 1998 and
1997.  For administered rate core deposits (e.g. NOW and savings accounts), the
model utilizes interest rate floors equal to 100 basis points below their
current levels.

Utilizing this measurement concept, the interest rate risk of the Company,
expressed as a percentage change in net interest income over a one-year time
horizon due to changes in interest rates, at December 31, 1998 and 1997, was as
follows:

                                                       Basis Point Change
                                       +200        +100     -100     -200 
At December 31, 1998                  (9.5%)     (4.8%)     3.9%     5.6% 
At December 31, 1997                    0.9%       0.5%     0.0%    (3.5%)

As the above table indicates, the Company's rate-sensitive position has shifted
from a fairly balanced position at December 31, 1997 to a position in which
rate-sensitive liabilities exceed rate sensitive assets at December 31, 1998.
The position at December 31, 1998 would be expected, for example, to result in
a 9.5% decrease in net interest income should interest rates immediately
increase by 200 basis points for a one year period.  Conversely, a decline in
interest rates of 200 basis points would result in an increase of 5.6% of net
interest income.  The shift in the rate sensitive position of the Company
between December 31, 1998 and December 31, 1997 was primarily due to the use of<PAGE>



shorter-term certificate of deposits to fund fixed rate commercial loans and
real estate loans.

The Company does not currently engage in trading activities or use derivative
instruments to control interest rate risk.  Although such activities may be
permitted with the approval of the Board of Directors of the Bank, the Company
does not intend to engage in such activities in the immediate future.
Interest rate risk is the most significant market risk affecting the Company.
Other types of market risk, such as foreign currency exchange rate risk and
commodity price risk, do not arise in the normal course of the Company's
business activities.  

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase are overnight repurchase
agreements with customers of the Bank and consist of primarily U.S. government
sponsored entity obligations.

The securities underlying the agreements are book-entry securities.  During the
period, the securities were delivered by appropriate entry into a third-party
custodian's account designated by the Bank under a written custodial agreement
that explicitly recognizes the customer's interest in the securities.  At
December 31, 1998, no material amount of agreements to repurchase securities
sold were outstanding with any individual customer.  Securities sold
underagreements to repurchase averaged $5.4 million and $5.8 million during
1998 and 1997, respectively, and the maximum amounts outstanding at any
month-end during 1998 and 1997 were $6.4 million and $12.0 million,
respectively.  The weighted average rate paid during 1998 and 1997 was 4.15%
and 4.20%, respectively, and the weighted average rate at the end of 1998 and
1997 was 3.92% and 4.54%.

Liquidity and Capital Resources

The Company and the Bank are subject to various regulatory capital requirements
administered by the federal banking agencies.  Failure to meet minimum capital
requirements could result in certain mandatory, and possibly additional
discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Company's growth and financial condition.  The
regulations require the Company and the Bank to meet specific capital adequacy
guidelines that involve quantitative measures of assets, liabilities, and
certain off-balance-sheet items as calculated under regulatory accounting
principles.  The capital classifications are also subject to qualitative
judgments by the regulators about risk weightings and other factors.
Quantitative measures established by Federal Reserve, Office of the Comptroller
of the Currency ("OCC") and Federal Deposit Insurance Corporation ("FDIC")
regulations to ensure capital adequacy require the Company and the Bank to
maintain minimum ratios of Tier 1 capital (as defined in such regulations) to
total average assets (as defined in such regulations) ("leverage ratio") and
minimum ratios of Tier 1 capital and total capital (as defined in such
regulations) to risk weighted assets (as defined in such regulations) ("Tier 1
Ratio" and "Total Risk-Based Capital Ratio," respectively).  As of December 31,
1998, the Company and Bank were in compliance with all applicable regulatory
capital requirements.  However, there can be no assurance that the Company or
the Bank will continue to be in compliance with such regulatory capital
requirements.  See "Supervision and Regulation."<PAGE>



Liquidity management at the Bank involves planning to meet anticipated funding
needs at a reasonable cost.  Liquidity management is guided by policies
formulated and monitored by the Company's senior management and the Bank's
asset/liability committee, which take into account the marketability of assets,
the sources and stability of funding and the level of unfunded commitments.
The Bank's principal sources of funds are deposits, short-term borrowings and
capital contributions by the Company.  Borrowings by the Bank from the Federal
Reserve Bank of Chicago and Federal Home Loan Bank of Chicago provide
additional available sources of liquidity.

The Bank's core deposits, the most stable source of liquidity for community
banks due to the nature of long-term relationships generally established with
depositors and the security of deposit insurance provided by the FDIC, are
available to provide long-term liquidity.  At December 31, 1998 and 1997,
38.96% and 32.02%, respectively, of the Company's total assets were funded by
demand deposits.

Liquid assets refer to money market assets such as cash and due from banks,
Federal funds sold and interest bearing time deposits with financial
institutions, as well as securities available-for-sale and securities
held-to-maturity with a remaining maturity less than one year.  Net liquid
assets represent the sum of the liquid asset categories less the amount of
assets pledged to secure public funds.  As of December 31, 1998 and 1997, net
liquid assets totaled approximately $52.7 million and $39.0 million,
respectively.

The Company's cash flows are composed of three classifications:  cash flows
from operating activities, cash flows from investing activities, and cash flows
from financing activities.  Net cash provided by operating activities,
consisting primarily of earnings, was $1.4 million for the year ended December
31, 1998, and $2.9 million for the year ended December 31, 1997.  A significant
component in the fluctuation of net cash provided by or used in operating
activities is the timing of the sale of loans held for sale to permanent
investors.  Net cash used in investing activities, consisting primarily of loan
and investment funding, was $76.4 million and $93.0 million for the years ended
December 31, 1998 and 1997, respectively.  Net cash provided by financing
activities, consisting principally of deposit growth and the issuance of stock,
was $90.0 million and $100.1 million for the years ended December 31, 1998 and
1997, respectively.

Year 2000 Issue

The year 2000 will be the first century date change ever for an automated
society.  For years, information systems were designed using a two-digit date
field.  This practice has created an environment in which older generation
software programs may not be able to discern the difference between the year
2000 and the year 1900.  This problem could result in the failure of computers
and/or information systems.  Due to its reliance on both computers and
information systems, in early 1998, the Company began the process of
identifying and assessing the degree to which its hardware and software would
be impacted by the date change.

A committee, comprised of representatives from all major operating areas, was
created to assess whether or not the Company's internal and external systems,
particularly those that are mission-critical, are year 2000 compliant.  The
committee has developed and adopted an action plan that addresses the Company's
year 2000 renovation, testing, contingency planning and management review<PAGE>



process.  In addition the Company has developed a due diligence process to
monitor and evaluate the efforts of external third party suppliers to achieve
year 2000 readiness.  The committee has developed and implemented a written
testing plan for both internal and external mission-critical systems and
finalized substantially all testing of internal mission-critical systems by
December 31, 1998.  A business resumption contingency plan that defines
scenarios for mission-critical systems failing to achieve year 2000 readiness
and evaluates the Company's options is in the process of development by the
committee and is expected to be completed by March 31, 1999.

The Company is committed to year 2000 compliance and, as such, has taken steps
to educate its customers in identifying potential year 2000 problems.  A year
2000 risk assessment of borrowers with loans in excess of $100 thousand has
been completed.  The Company is satisfied that these borrowers represent a low
year 2000 risk; however, the Company has instituted a program to assist in the
management of underwriting risk.

As of December 31, 1998, year 2000 compliance costs incurred are estimated to
be $75 thousand to $100 thousand.  It is estimated that the Company will spend
$125 thousand to $150 thousand in total.  However, this is a complex issue and
no assurances can be given that compliance will be achieved without any
unplanned outlays that would affect future financial results.

Competition

The Company competes in the commercial banking industry through its subsidiary,
the Bank, in the communities it serves.  The commercial banking industry is
highly competitive, and the Bank faces strong direct competition for deposits,
loans, and other financial-related services.  The Bank competes directly in
Cook and Lake Counties with other commercial banks, thrifts, credit unions,
stockbrokers, and the finance divisions of automobile companies.  Factors which
affect competition generally include the general and local economic conditions,
current interest rate levels and volatility in the mortgage markets.  Some of
these competitors are local, while others are statewide or nationwide.  The
Bank has developed a community banking and marketing strategy.  In keeping with
this strategy, the Bank provides highly personalized and responsive service
characteristic of locally-owned and managed institutions.  As such, the Bank
competes for other deposits principally by offering depositors a variety of
deposit programs, convenient office locations, hours and other services.  The
Bank competes for loan originations primarily through the interest rates and
loan fees it charges, the efficiency and quality of services it provides to
borrowers and the variety of its loan products.  Some of the financial
institutions and financial services organizations with which the Bank competes
are not subject to the same degree of regulation as that imposed on bank
holding companies and national banking associations.  In addition, the larger
banking organizations have significantly greater resources than those that will
be available to the Bank.  As a result, such competitors have advantages over
the Bank in providing certain non-deposit services.  Currently, major
competitors in certain of the Bank's markets include Harris Trust and Savings
Bank, The Northern Trust Company, LaSalle Bank, N.A., BankOne and Bank of
America.

Employees

As of December 31, 1998, the Company had 196 full-time equivalent employees.
The employees are not represented by a collective bargaining unit.  The Company
considers its relationship with its employees to be good.<PAGE>




Effects of Inflation

The financial statements and related financial data concerning the Company
presented herein have been prepared in accordance with generally accepted
accounting principles, which require the measurement of financial position and
operating results in terms of historical dollars without considering changes in
the relative purchasing power of money over time due to inflation.  Inflation
can have a significant effect on the operating results of all industries.
However, the effects of inflation in the local economy and on the Company's
operating results have been relatively modest for the past several years.
Since substantially all of the Company's assets and liabilities are monetary in
nature, such as cash, securities, loans and deposits, their values are less
sensitive to the effects of inflation than to changing interest rates, which do
not necessarily change in accordance with inflation rates.

The primary impact of inflation on the operations of the Company is reflected
in increased operating costs.  Furthermore, inflation can directly affect the
value of loan collateral in general, and real estate collateral in particular.
These factors are taken into account in the initial underwriting process and
over the life of the loans.  The Company believes that it has systems in place
to continue to manage the rates, liquidity and interest rate sensitivity of the
Company's assets and liabilities.  See "Asset/Liability Management."

Supervision and Regulation

Bank holding companies and banks are extensively regulated under federal and
state law.  References under this heading to applicable statutes or regulations
are brief summaries of portions thereof which do not purport to be complete and
which are qualified in their entirety by reference to those statutes and
regulations.  Any change in applicable laws or regulations may have a material
adverse effect on the business of commercial banks and bank holding companies,
including the Company and the Bank.  However, management is not aware of any
current recommendations by any regulatory authority which, if implemented,
would have or would be reasonably likely to have a material effect on
liquidity, capital resources or operations of the Company or the Bank.
Bank Holding Company Regulation:  

General.

The Company is registered as a "bank holding company" with the Federal Reserve
and, accordingly, is subject to supervision by the Federal Reserve under the
Bank Holding Company Act (the "BHC Act").  The Company is required to file with
the Federal Reserve periodic reports and such additional information as the
Federal Reserve may require pursuant to the BHC Act.  The Federal Reserve
examines the Company and may examine the Bank.

Investments and Activities.

The BHC Act requires prior Federal Reserve approval for, among other things,
the acquisition by a bank holding company of direct or indirect ownership or
control of more than five percent of the voting shares or substantially all the
assets of any bank or bank holding company, or for a merger or consolidation of
a bank holding company with another bank holding company.  With certain
exceptions, the BHC Act prohibits a bank holding company from acquiring direct
or indirect ownership or control of voting shares of any company which is not a
bank or bank holding company and from engaging directly or indirectly in any<PAGE>



activity other than banking or managing or controlling banks or performing
services for its authorized subsidiaries.  Under the BHC Act and Federal
Reserve regulations, the Company and the Bank are prohibited from engaging in
certain tie-in arrangements in connection with an extension of credit, lease,
sale of property, or furnishing of services.

Under the Change in Bank Control Act, any person who acquires stock of the
Company such that its interest exceeds ten percent of the Company, may be
required to demonstrate that such person is not in control of the Company.
Prior regulatory approval will be required before acquiring the power to
directly or indirectly direct the management, operations or policies of the
Company or the Bank or before acquiring control of 25 percent or more of any
class of the Company's or Bank's outstanding voting stock.  In addition, any
corporation, partnership, trust or organized group that acquires a controlling
interest in the Company or the Bank may have to obtain approval of the Federal
Reserve to become a bank holding company and thereafter be subject to
regulation as such.

It is the policy of the Federal Reserve that the Company is expected to act as
a source of financial strength to the Bank and to commit resources to support
the Bank.  The Federal Reserve takes the position that in implementing this
policy, it may require the Company to provide such support when the Company
otherwise would not consider itself able to do so.

Capital Requirements.

The Federal Reserve has adopted risk-based capital requirements for assessing
bank holding company capital adequacy.  These standards define regulatory
capital and establish minimum capital standards in relation to assets and
off-balance sheet exposures, as adjusted for credit risks.  Under the Federal
Reserve's risk-based guidelines, capital is classified into two categories.
For bank holding companies, Tier 1 or "core" capital consists of common
shareholders' equity, perpetual preferred stock and trust preferred stock (both
subject to certain limitations) and minority interest in the common equity
accounts of consolidated subsidiaries, and is reduced by goodwill, certain
other intangible assets and certain investments in other corporations.  Tier 2
capital consists of the allowance for loan and lease losses (subject to certain
conditions and limitations), perpetual preferred stock (to the extent not
included in Tier 1 capital), "hybrid capital instruments," perpetual debt and
mandatory convertible debt securities, and term subordinated debt and
intermediate-term preferred stock.

Under the Federal Reserve's capital guidelines, bank holding companies are
required to maintain a minimum ratio of qualifying capital to risk-weighted
assets of 8.0%, of which at least 4.0% must be in the form of Tier 1 capital.
The Federal Reserve also requires a minimum leverage ratio of Tier 1 capital to
total average assets of 4.0%, except that bank holding companies not rated in
the highest category under the regulatory rating system are required to
maintain a leverage ratio of 1.0% to 2.0% above such minimum.

In its capital adequacy guidelines, the Federal Reserve emphasizes that the
foregoing standards are supervisory minimums and that banking organizations
generally are expected to operate well above the minimum ratios.  These
guidelines also provide that banking organizations experiencing internal growth
or making acquisitions will be expected to maintain strong capital positions
substantially above the minimum levels.  The growth of the Company and the Bank<PAGE>



has been, and may in the future be, constrained by these capital adequacy
requirements.

As of December 31, 1998, the Company had a Tier 1 Ratio of 12.77%, a Total
Risk-Based Capital Ratio of 15.23% and a Tier 1 capital to total average assets
ratio (leverage ratio) of 9.96%.

Dividend Limitations.  

As a holding company, the Company is primarily dependent upon dividend
distributions from the Bank for its income.  Federal statutes and regulations
impose restrictions on the payment of dividends by the Company and the Bank.
Federal Reserve policy provides that a bank holding company should not pay
dividends unless (i) the bank holding company's net income over the prior year
is sufficient to fully fund the dividends and (ii) the prospective rate of
earnings retention appears consistent with the capital needs, asset quality and
overall financial condition of the bank holding company and its subsidiaries.
Delaware law also places certain limitations on the ability of the Company to
pay dividends.  For example, the Company may not pay dividends to its
shareholders if, after giving effect to the dividend, the Company would not be
able to pay its debts as they become due.  Since a major source of the
Company's revenue is dividends the Company receives and expects to receive from
the Bank, the Company's ability to pay dividends is likely to be dependent on
the amount of dividends paid by the Bank.  No assurance can be given that the
Bank will, in any circumstances, pay dividends to the Company.

Bank Regulation:

General.

The Bank is subject to supervision and examination by the OCC pursuant to the
National Bank Act and regulations promulgated thereunder.  The Bank is a member
of the Federal Reserve and as such is also subject to examination by the
Federal Reserve.

The deposits of the Bank are insured by the Bank Insurance Fund under the
provisions of the Federal Deposit Insurance Act (The "FDIA"), and the Bank is,
therefore, also subject to supervision and examination by the FDIC.  The FDIA
requires that the appropriate federal regulatory authority (the OCC, in the
case of the Bank) approve any merger and/or consolidation by or with an insured
bank, as well as the establishment or relocation of any bank or branch office.
The FDIC also supervises compliance with the provisions of federal law and
regulations which place restrictions on loans by FDIC-insured banks to their
directors, executive officers and other controlling persons.

Furthermore, banks are affected by the credit policies of other monetary
authorities, including the Federal Reserve, which regulate the national supply
of bank credit.  Such regulation influences overall growth of bank loans,
investments, and deposits and may also affect interest rates charged on loans
and paid on deposits.  The monetary policies of the Federal Reserve have had a
significant effect on the operating results of commercial banks in the past and
are expected to continue to do so in the future. Transactions with Insiders and
Affiliates.  Transactions between a bank and its holding company or other
affiliates are subject to various restrictions imposed by state and federal
regulatory agencies.  Such transactions include loans and other extensions of
credit, purchases of securities and other assets, and payments of fees or other
distributions.  In general, these restrictions limit the amount of transactions<PAGE>



between an institution and an affiliate of such institution, as well as the
aggregate amount of transactions between an institution and all of its
affiliates, and require transactions with affiliates to be on terms comparable
to those for transactions with unaffiliated entities.

Dividend Limitations.

Pursuant to the National Bank Act, all dividends must be paid out of undivided
profits.  Federal regulations prohibit any Federal Reserve member bank,
including the Bank, from declaring dividends in any calendar year in excess of
its net profit for the year plus the retained net profits for the preceding two
years without the prior approval of the Federal Reserve.  Furthermore, the OCC
may, after notice and opportunity for hearing, prohibit the payment of a
dividend by a national bank if it determines that such payment would constitute
an unsafe or unsound practice.

In additional to the foregoing, the ability of the Company and the Bank to pay
dividends may be affected by the various minimum capital requirements and the
capital and non-capital standards established under the Federal Deposit
Insurance Corporation Improvements Act of 1991 ("FDICIA"), as described below.
The right of the Company, its shareholders and its creditors to participate in
any distribution of the assets or earnings of its subsidiaries is further
subject to the prior claims of creditors of the respective subsidiaries.

Standards for Safety and Soundness.  The FDIA, as amended by FDICIA and the
Riegle Community Development and Regulatory Improvement Act of 1994, requires
the Federal Reserve, together with the other federal bank regulatory agencies,
to prescribe standards of safety and soundness, by regulations or guidelines,
relating generally to operations and management, asset growth, asset quality,
earnings, stock valuation, and compensation.  The Federal Reserve, the OCC and
the other federal bank regulatory agencies have adopted, effective August 9,
1995, a set of guidelines prescribing safety and soundness standards pursuant
to FDICIA, as amended.  The guidelines establish general standards relating to
internal controls and information systems, internal audit systems, loan
documentation, credit underwriting, interest rate exposure, asset growth, and
compensation, fees and benefits.  In general, the guidelines require, among
other things, appropriate systems and practices to identify and manage the
risks and exposures specified in the guidelines.  The guidelines prohibit
excessive compensation as an unsafe and unsound practice and describe
compensation as excessive when the amounts paid are unreasonable or
disproportionate to the services performed by an executive officer, employee,
director or principal stockholder.  In addition, each of the Federal Reserve
and the OCC adopted regulations that authorize, but do not require, the Federal
Reserve or the OCC, as the case may be, to order an institution that has been
given notice by the Federal Reserve or the OCC, as the case may be, that it is
not satisfying any of such safety and soundness standards to submit a
compliance plan.  If, after being so notified, an institution fails to submit
an acceptable compliance plan or fails in any material respect to implement an
accepted compliance plan, the Federal Reserve or the OCC, as the case may be,
must issue an order directing action to correct the deficiency and may issue an
order directing other actions of the types to which an undercapitalized
association is subject under the "prompt corrective action" provisions of
FDICIA.  If an institution fails to comply with such an order, the Federal
Reserve or the OCC, as the case may be, may seek to enforce such order in
judicial proceedings and to impose civil money penalties.  The federal bank
regulatory agencies also proposed guidelines for asset quality and earnings
standards.<PAGE>




Capital Requirements.

The OCC has established the following minimum capital standards for national
banks, such as the Bank:  a leverage requirement consisting of a minimum ratio
of Tier 1 capital to total assets of 3% for the most highly-rated banks within
minimum requirements of 4% to 5% for all others, and a risk-based capital
requirement consisting of a minimum ratio of total capital to total
risk-weighted assets of 8%, at least one-half of which must be Tier 1 capital.
For purposes of these capital standards, Tier 1 capital and total capital
consists of substantially the same components as Tier 1 capital and total
capital under the Federal Reserve's capital guidelines for bank holding
companies.  See "-Bank Holding Company Regulation-Capital Requirements."
The capital requirements described above are minimum requirements.  Higher
capital levels will be required if warranted by the particular circumstances or
risk profiles of individual institutions.  For example, the regulations of the
OCC provide that additional capital may be required to take adequate account
of, among other things, interest rate risk or the risks posed by concentrations
of credit, nontraditional activities or securities trading activities.

During the year ended December 31, 1998, the Bank was not required by the OCC
to increase its capital to an amount in excess of the minimum regulatory
requirement.  As of December 31, 1998, the Bank exceeded its minimum regulatory
capital requirements with a leverage ratio of 8.90% and a risk-based capital
ratio of 11.38%.

In August, 1995, federal banking agencies published a final rule modifying
their existing risk-based capital standards to provide for consideration of
interest rate risk when assessing the capital adequacy of a bank.  Under the
final rule, the Federal Reserve, the OCC and the FDIC must explicitly include a
bank's exposure to declines in the economic value of its capital due to changes
in interest rates as a factor in evaluating a bank's capital adequacy.  The
federal banking agencies also have adopted a joint agency policy statement
providing guidance to banks for managing interest rate risk.  This policy
statement emphasizes the importance of adequate oversight by management and a
sound risk management process.  The assessment of interest rate risk management
made by the banks' examiners will be incorporated into the banks' overall risk
management rating and used to determine the effectiveness of management.

Prompt Corrective Action.  FDICIA requires the federal banking regulators,
including the Federal Reserve, the OCC and the FDIC, to take prompt corrective
action with respect to depository institutions that fall below certain capital
standards and prohibits any depository institution from making any capital
distribution that would cause it to be undercapitalized.  Institutions that are
not adequately capitalized may be subject to a variety of supervisory actions
including, but not limited to, restrictions on growth, investment activities,
capital distributions and affiliate transactions and will be required to submit
a capital restoration plan which, to be accepted by the regulators, must be
guaranteed in part by any company having control of the institution (such as
the Company).  In other respects, FDICIA provides for enhanced supervisory
authority, including greater authority for the appointment of a conservator or
receiver for under capitalized institutions.  The capital-based prompt
corrective action provisions of FDICIA and their implementing regulations apply
to FDIC-insured depository institutions.  However, federal banking agencies
have indicated that, in regulating bank holding companies, the agencies may
take appropriate action at the holding company level based on their assessment
of the effectiveness of supervisory actions imposed upon subsidiary insured<PAGE>



depository institutions pursuant to the prompt corrective action provisions of
FDICIA.

Insurance of Deposit Accounts.  Under FDICIA, as an FDIC-insured institution,
the Bank is required to pay deposit insurance premiums based on the risk it
poses to the insurance fund.  The FDIC has authority to raise or lower
assessment rates on insured deposits in order to achieve certain designated
reserve ratios in the insurance funds and to impose special additional
assessments.  The FDIC amended the risk-based assessment system and on December
11, 1995, adopted a new assessment rate schedule for BIF insured deposits.  The
new assessment rate schedule, effective with respect to the semiannual premium
assessment beginning January 1, 1996, provides for an assessment range of zero
to 0.27% (subject to a $2,000 minimum) of insured deposits depending on capital
and supervisory factors.  Each depository institution is assigned to one of
three capital groups:  "well capitalized", "adequately capitalized" or "less
than adequately capitalized."  Within each capital group, institutions are
assigned to one of three supervisory subgroups:  "healthy," "supervisory
concern" or "substantial supervisory concern."  Accordingly, there are nine
combinations of capital groups and supervisory subgroups to which varying
assessment rates would be applicable.

During 1998, the Bank was assessed at an average annual rate of [0]% of
deposits.  Deposit insurance may be terminated by the FDIC upon a finding that
an institution has engaged in unsafe or unsound practices, is in an unsafe or
unsound condition to continue operations or has violated any applicable law,
regulation, rule, order or condition imposed by the FDIC.  The management of
the Bank does not know of any practice, condition or violation that might lead
to termination of deposit insurance.

The Economic Growth and Regulatory Paperwork Reduction Act of 1996 enacted on
September 30, 1996 provides that beginning with semi-annual periods after
December 31, 1996, deposits insured by the Bank Insurance Fund ("BIF") will
also be assessed to pay interest on the bonds (the "FICO Bonds") issued in the
late 1980s by the Financing Corporation to recapitalize the now defunct Federal
Savings & Loan Insurance Corporation.  For purposes of the assessments to pay
interest on the FICO Bonds, BIF deposits will be assessed at a rate of 20.0% of
the assessment rate applicable to Savings Association Insurance Fund ("SAIF")
deposits until December 31, 1999.  After the earlier of December 31, 1999 or
the date on which the last savings association ceases to exist, full pro rata
sharing of FICO assessments will begin.  It has been estimated that the rates
of assessment for the payment of interest on the FICO Bonds will be
approximately 1.3 basis points for BIF-assessable deposits and approximately
6.4 basis points for SAIF-assessable deposits.  The payment of the assessment
to pay interest on the FICO Bonds did not materially affect the Bank.

Federal Reserve System.  The Bank is subject to Federal Reserve regulations
requiring depository institutions to maintain non-interest-earning reserves
against their transaction accounts (primarily NOW and regular checking
accounts).  The Federal Reserve regulations generally require 3.0% reserves
must be maintained against total transaction accounts of $46.5 million or less
plus 10.0% on the remainder.  The first $4.9 million of otherwise reservable
balances (subject to adjustments by the Federal Reserve) are exempted from the
reserve requirements.  The Bank is in compliance with the foregoing
requirements.

Community Reinvestment Act.  Under the Community Reinvestment Act ("CRA"), a
financial institution has a continuing and affirmative obligation, consistent<PAGE>



with the safe and sound operation of such institution, to help meet the credit
needs of its entire community, including low- and moderate-income
neighborhoods.  The CRA does not establish specific lending requirements or
programs for financial institutions nor does it limit an institution's
discretion to develop the types of products and services that it believes are
best suited to its particular community, consistent with the CRA.  The CRA
requires each federal banking agency, in connection with its examination of a
financial institution, to assess and assign one of four ratings to the
institution's record of meeting the credit needs of its community and to take
such record into account in its evaluation of certain applications by the
institution, including applications for charters, branches and other deposit
facilities, relocations, mergers, consolidations, acquisitions of assets or
assumptions of liabilities, and savings and loan holding company acquisitions.
The CRA also requires that all institutions make public disclosure of their CRA
ratings.  The Bank received a "satisfactory" rating from the OCC on its most
recent CRA performance evaluations.

In April 1995, the Federal Reserve, the OCC and other federal banking agencies
adopted amendments revising their CRA regulations.  Among other things, the
amended CRA regulations substitute for the prior process-based assessment
factors a new evaluation system that rates an institution based on its actual
performance in meeting community needs.  In particular, the system focuses on
three tests:  (i) a lending test, to evaluate the institution's record of
making loans in its assessment areas; (ii) an investment test, to evaluate the
institution's record of investing in community development projects, affordable
housing, and programs benefiting low or moderate income individuals and
businesses; and (iii) a service test, to evaluate the institution's delivery of
services through its branches, ATMs and other offices.  The amended CRA
regulations also clarify how an institution's CRA performance is considered in
the application process.

Brokered Deposits.  Well-capitalized institutions are not subject to
limitations on brokered deposits, while an adequately capitalized institution
is able to accept, renew or rollover brokered deposits only with a waiver from
the FDIC and subject to certain restrictions on the yield paid on such
deposits.  Undercapitalized institutions are not permitted to accept brokered
deposits.  The Bank is eligible under the statutory standard to accept brokered
deposits and may use this funding source form time to time when management
deems it appropriate from an asset/liability management perspective.

Monetary Policy and Economic Conditions.

The earnings of banks and bank holding companies are affected by general
economic conditions and also by the fiscal and monetary policies of federal
regulatory agencies, including the Federal Reserve.  Through open market
transactions, variations in the discount rate and the establishment of reserve
requirements, the Federal Reserve exerts considerable influence over the cost
and availability of funds obtainable for lending or investing.

The above monetary and fiscal policies and resulting changes in interest rates
have affected the operating results of all commercial banks in the past and are
expected to do so in the future.  The Bank cannot fully predict the nature or
the extent of any effects which fiscal or monetary policies may have on its
business and earnings.

Forward Looking Statements<PAGE>



Statements made about the Company's future economic performance, strategic
plans or objectives, revenues or earnings projections, or other financial items
and similar statements are not guarantees of future performance, but are
forward looking statements.  By their nature, these statements are subject to
numerous uncertainties that could cause actual results to differ materially
from those in the statements.  Important factors that might cause the Company's
actual results to differ materially include, but are not limited to, the
following:

 .    Federal and state legislative and regulatory developments; 
 .    The impact of continued loan and deposit promotions on the Company's net
interest margin; 
 .    The impact of opening, staffing and operating new branch facilities; 
 .    Changes in management's estimate of the adequacy of the allowance for loan
losses; 
 .    Changes in the level and direction of loan delinquencies and write-offs; 
 .    Interest rate movements and their impact on customer behavior and the
Company's net interest margin; 
 .    The impact of repricing and competitors' pricing initiatives on loan and
deposit products; 
 .    The Company's ability to adapt successfully to technological changes to
meet customers' needs and developments in the marketplace; 
 .    The Company's ability to access cost effective funding; 
 .    Changes in financial markets and general economic conditions; and 
 .    The Company's ability to achieve year 2000 compliance without incurring
material unplanned expenditures.

ITEM 2.   PROPERTIES

The Company and the Bank are headquartered in Lincolnshire, Illinois.  In
addition to its headquarters the Bank has ten branch facilities located in
Deerfield (2), Libertyville, Lincolnwood (2), Chicago (Lincoln Park and
downtown), Arlington Heights, Skokie and Northbrook, Illinois.

The table below summarizes the Company's owned and leased facilities.

                                                  Approximate
 Location                Type of Facility        Square FootageExpiration Date
Lincolnshire, IL         Corporate headquarters
                          and branch             11,760         Owned 
Lincolnwood, IL          Branch                  8,760          Owned
Lincolnwood/
 International, IL       Branch                  1,900          October 2001 
Chicago/Lincoln Park, IL Branch                  1,967          April 2003
Libertyville, IL         Operations center 
                           and branch            8,100          Owned 
Northbrook, IL           Branch                  1,950          November 1998
Deerfield/Riverwoods, IL Commercial loan 
                           center and branch     4,100          September 1998
Deerfield/Downtown, IL   Branch                  2,200          Owned
Arlington Heights, IL    Branch                  1,300          Owned
Chicago/Downtown, IL     Branch                  7,338          May 2008
Skokie, IL               Branch                  648            March 2001

ITEM 3.   LEGAL PROCEEDINGS<PAGE>



The Company and the Bank are from time to time parties in various routine legal
actions arising in the normal course of business.  Management believes that
there is no proceeding threatened or pending against the Company or the Bank
which, if determined adversely, would materially adversely affect the
consolidated financial position or operations of the Company.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to a vote of security holders during the quarter
ended December 31, 1998.<PAGE>



PART II

ITEM 5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

As of December 16, 1998, the Company issued 8,000 shares of restricted common
stock to Wilbur G. Meinen, Jr., in accordance with the Employment Agreement,
dated as of December 16, 1998, between the Company and Mr. Meinen.  Pursuant to
such agreement Mr. Meinen became the new President and Chief Executive Officer
of the Company.  This transaction was exempt from registration pursuant to
Section 4(d) of the Securities Act of 1933, as amended.  All additional
information required in response to this item is contained in the Annual Report
to Shareholders under the caption "Shareholder Information" and is incorporated
herein by reference.

ITEM 6.   SELECTED FINANCIAL DATA

Information required in response to this item is contained in the Annual Report
to Shareholders under the caption "Selected Financial Highlights" and is
incorporated herein by reference.

ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The information required in response to this item is contained in the Company's
Annual Report to Shareholders under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations," and is incorporated
herein by reference.  The discussion and analysis of financial condition and
results of operations should be read in conjunction with the consolidated
financial statements and supplementary data contained in the Company's Annual
Report to Shareholders.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's interest rate risk position is discussed under the heading
"Business-Asset/Liability Management" in Item 1 of this Form 10-K.  Other types
of market risk, such as foreign currency exchange risk and commodity price
risk, do not arise in the normal course of the Company's business activities.

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information required in response to this item is contained in the Annual
Report to Shareholders under the caption "Consolidated Financial Statements,"
and is incorporated herein by reference.  Also, refer to Item 14 of this Report
for the Index to Financial Statements.

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

Not applicable.<PAGE>



PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required in response to this item will be contained in the
Company's definitive Proxy Statement (the "Proxy Statement") for its Annual
Meeting of Shareholders to be held May 26, 1999, under the captions "General
Information-Section 16(a) Beneficial Ownership Reporting Compliance," "Election
of Directors" and "Executive Officers" and is incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information required in response to this item will be contained in the
Company's Proxy Statement under the caption "Executive Compensation" and is
incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required in response to this item will be contained in the
Company's Proxy Statement under the caption "General Information Security
Ownership of Principal Holders and Management" and is incorporated herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required in response to this item will be contained in the
Proxy Statement under the caption "Election of Directors - Certain
Relationships and Related Transactions," and is incorporated herein by
reference.<PAGE>



PART IV

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 1998 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 financial statement schedules are required to be filed with
               this report.

3.   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 the ("Commission") on July 31, 1997). 

  3.1.1  Certificate of Designations of Series B Junior Participating
         Preferred Stock 

  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 Commission on July 31, 1997). 

  4.1    Form of Subordinated Indenture relating to the Junior Subordinated
         Debentures (incorporated by reference to Exhibit 4.1 of the Form S-1
         Registration Statement of the Company's and Success Capital Trust I
         ("Success Capital") (No. 333-51271 and No. 333-51271-01) filed with
         the Commission on April 28, 1998). 

  4.2    Form of Junior Subordinated Debenture Certificate (included as an
         exhibit to Exhibit 4.1). 

  4.3    Certificate of Trust of Success Capital (incorporated by reference to
         Exhibit 4.3 of the Form S-1 Registration Statement of the Company and
         Success Capital (No. 333-51271 and 333-51271-01) filed with the
         Commission on April 28, 1998). 

  4.4    Form of Amended and Restated Trust Agreement of Success Capital
         (incorporated by reference to Exhibit 4.4 of the Form S-1
         Registration Statement of the Company and Success Capital (No.
         333-51271 and 333-51271-01) filed with the Commission on April 28,
         1998). <PAGE>



  4.5    Form of Trust Preferred Security Certificate of Success Capital
         (included as an exhibit to Exhibit 4.4). 

  4.6    Form of Common Security Certificate of Success Capital (included as
         an exhibit to Exhibit 4.4). 

  4.7    Form of Guarantee Agreement of the Company relating to the Trust
         Preferred Securities (incorporated by reference to Exhibit 4.7 of the
         Form S-1 Registration Statement of the Company and Success Capital
         (No. 333-51271 and 333-51271-01) filed with the Commission on April
         28, 1998). 

  4.8    Form of Rights Agreement, dated as of August 1, 1998, between the
         Company and Harris Trust and Savings Bank, which includes as Exhibit
         B thereto the Form of Right Certificate (incorporated by reference to
         Exhibit 1 of the Company's Form 8-A Registration Statement (File No.
         001-14381) filed with the Commission on August 6, 1998) 

  10.1   $10 Million Business Loan Agreement, dated January 13, 1997, between
         the Company and Cole Taylor Bank (incorporated by reference to
         Exhibit 10.1 of the Company's 1997 Annual Report on Form 10-K filed
         with the Commission on March 31, 1998). 

(1)10.2  Success Bancshares, Inc. 1995 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 Commission on
         July 31, 1997). 

(1)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 Commission on
         July 31, 1997). 

(1)(2)10.4 Success Bancshares, Inc. 1999 Stock Option Plan 

  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
         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
         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 Commission on July 31, 1997). 

(1)10.9  Employment Agreement between the Bank and Christa N. Calabrese dated
         as of August 1, 1998, as amended (incorporated by reference to<PAGE>



         Exhibit 10.9 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.10 Employment Agreement between the Bank and Kurt C. Felde dated as of
         August 1, 1998, as amended (incorporated by reference to Exhibit
         10.10 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.11 Employment Agreement between the Bank and Ronald W. Tragasz dated as
         of August 1,1 998, as amended (incorporated by reference to Exhibit
         10.11 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.12 Employment Agreement between the Bank and Marlene Sachs dated as of
         August 1, 1998 (incorporated by reference to Exhibit 10.12 of the
         Company's Form 10-Q filed with the Commission on November 13, 1998). 

(1)10.13 Stock Option Agreement dated as of September 23, 1998 between the
         Company and Christa N. Calabrese (incorporated by reference to
         Exhibit 10.13 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.14 Stock Option Agreement dated as of June 25, 1998 between the Company
         and Kurt C. Felde (incorporated by reference to Exhibit 10.14 of the
         Company's Form 10-Q filed with the Commission on November 13, 1998). 

(1)10.15 Stock Option Agreement dated as of September 23, 1998 between the
         Company and Ronald W. Tragasz (incorporated by reference to Exhibit
         10.15 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.16 Stock Option Agreement dated as of September 23, 1998 between the
         Company and Marlene Sachs (incorporated by reference to Exhibit 10.16
         of the Company's Form 10-Q filed with the Commission on November 13,
         1998). 

(1)10.17 Stock Option Agreement dated as of August 26, 1998 between the
         Company and Sherwin Koopmans (incorporated by reference to Exhibit
         10.17 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.18 Stock Option Agreement dated as of August 26, 1998 between the
         Company and George M. Ohlhausen (incorporated by reference to Exhibit
         10.18 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.19 Stock Option Agreement dated as of August 26, 1998 between the
         Company and Charles G. Freund (incorporated by reference to Exhibit
         10.19 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.20 Stock Option Agreement dated as of August 26, 1998 between the
         Company and Norman D. Rich (incorporated by reference to Exhibit
         10.20 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). <PAGE>



(1) (2)10.21 Amendment No. 1 to Employment Agreement dated as of August 1, 1998
         between the Bank and Marlene Sachs. 

(1)10.22 Stock Option Agreement dated as of August 26, 1998 between the
         Company and Avrom H. Goldfeder (incorporated by reference to Exhibit
         10.22 of the Company's Form 10-Q filed with the Commission on
         November 13, 1998). 

(1)10.23 Stock Option Agreement dated as of August 26, 1998 between the
         Company and Glen Wherfel (incorporated by reference to Exhibit 10.23
         of the Company's Form 10-Q filed with the Commission on November 13,
         1998). 

(1) (2)10.24 Employment Agreement dated as of December 16, 1998 between the
         Bank and Wilbur G. Meinen. 

(1) (2)10.25 Stock Option Agreement dated as of December 16, 1998 between the
         Company and Kurt C. Felde. 

(1) (2)10.26 Stock Option Agreement dated as of December 16, 1998 between the
         Company and Wilbur G. Meinen. 

(1) (2)10.27 Stock Option Agreement dated as of January 27, 1999 between the
         Company and Wilbur G. Meinen. 

(1) (2)10.28 Success Bancshares, Inc. 1998 Employee Stock Purchase Plan. 

(1) (2)10.29 Amendment No. 1 to 1995 Stock Option Plan. 

(1) (2)10.30 Restricted Stock Agreement dated as of December 16, 1998 between
         the Company and Wilbur G. Meinen. 

(2)10.31 Lease with respect to Chicago downtown branch banking facility (May,
         1998). 

  13.1   1998 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). 

(1)23.1  Consent of McGladrey & Pullen, LLP 

(1)27.1  Financial Data Schedule


(1)  Management contract or compensatory plan or arrangement.  

(2)  Filed herewith

(b)  Reports on Form 8-K

A report on Form 8-K dated December 7, 1998 was filed with the Securities and
Exchange Commission on December 23, 1998.  The report was filed to announce the
Company's appointment of Wilbur G. Meinen as President and Chief Executive
Officer of both the Company and the Bank.  Mr. Meinen replaces Saul D. Binder,
who died suddenly on July 12, 1998.<PAGE>
<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                           Success Bancshares, Inc.

By:  Wilbur G. Meinen    /s/ Wilbur G. Meinen               March 26, 1999
                         President /Chief Executive Officer (Dated)
Kurt C. Felde            /s/ Kurt C. Felde                  March 26, 1999
                         Senior Vice President /            (Dated)
                         Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

Wilbur G. Meinen         /s/ Wilbur G. Meinen               March 26, 1999
                         Director                           (Dated)
Charles G. Freund        /s/ Charles G. Freund              March 26, 1999
                         Director                           (Dated)
Avrom H. Goldfeder       /s/ Avrom H. Goldfeder             March 26, 1999
                         Director                           (Dated)
Glen R. Wherfel          /s/ Glen R. Wherfel                March 26, 1999
                         Director                           (Dated)
Sherwin Koopmans         /s/ Sherwin Koopmans               March 26, 1999
                         Director                           (Dated)
George M. Ohlhausen      /s/ George M. Ohlhausen            March 26, 1999
                         Director                           (Dated)
Norman D. Rich           /s/ Norman D. Rich                 March 26, 1999
                         Director                           (Dated)<PAGE>



EXHIBIT INDEX

3.   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 the ("Commission") on July 31, 1997). 

   3.1.1  Certificate of Designations of Series B Junior Participating
          Preferred Stock 

   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 Commission on July 31, 1997). 

   4.1    Form of Subordinated Indenture relating to the Junior Subordinated
          Debentures (incorporated by reference to Exhibit 4.1 of the Form S-1
          Registration Statement of the Company's and Success Capital Trust I
          ("Success Capital") (No. 333-51271 and No. 333-51271-01) filed with
          the Commission on April 28, 1998). 

   4.2    Form of Junior Subordinated Debenture Certificate (included as an
          exhibit to Exhibit 4.1). 

   4.3    Certificate of Trust of Success Capital (incorporated by reference to
          Exhibit 4.3 of the Form S-1 Registration Statement of the Company and
          Success Capital (No. 333-51271 and 333-51271-01) filed with the
          Commission on April 28, 1998). 

   4.4    Form of Amended and Restated Trust Agreement of Success Capital
          (incorporated by reference to Exhibit 4.4 of the Form S-1
          Registration Statement of the Company and Success Capital (No.
          333-51271 and 333-51271-01) filed with the Commission on April 28,
          1998). 

   4.5    Form of Trust Preferred Security Certificate of Success Capital
          (included as an exhibit to Exhibit 4.4). 

   4.6    Form of Common Security Certificate of Success Capital (included as
          an exhibit to Exhibit 4.4). 

   4.7    Form of Guarantee Agreement of the Company relating to the Trust
          Preferred Securities (incorporated by reference to Exhibit 4.7 of the
          Form S-1 Registration Statement of the Company and Success Capital
          (No. 333-51271 and 333-51271-01) filed with the Commission on April
          28, 1998). 

   4.8    Form of Rights Agreement, dated as of August 1, 1998, between the
          Company and Harris Trust and Savings Bank, which includes as Exhibit
          B thereto the Form of Right Certificate (incorporated by reference to
          Exhibit 1 of the Company's Form 8-A Registration Statement (File No.
          001-14381) filed with the Commission on August 6, 1998) 

   10.1   $10 Million Business Loan Agreement, dated January 13, 1997, between
          the Company and Cole Taylor Bank (incorporated by reference to
          Exhibit 10.1 of the Company's 1997 Annual Report on Form 10-K filed
          with the Commission on March 31, 1998). <PAGE>




(1)10.2   Success Bancshares, Inc. 1995 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 Commission on
          July 31, 1997). 

(1)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 Commission on
          July 31, 1997). 

(1)(2)10.4 Success Bancshares, Inc. 1999 Stock Option Plan 

   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
          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
          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 Commission on July 31, 1997). 

(1)10.9   Employment Agreement between the Bank and Christa N. Calabrese dated
          as of August 1, 1998, as amended (incorporated by reference to
          Exhibit 10.9 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.10  Employment Agreement between the Bank and Kurt C. Felde dated as of
          August 1, 1998, as amended (incorporated by reference to Exhibit
          10.10 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.11  Employment Agreement between the Bank and Ronald W. Tragasz dated as
          of August 1,1 998, as amended (incorporated by reference to Exhibit
          10.11 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.12  Employment Agreement between the Bank and Marlene Sachs dated as of
          August 1, 1998 (incorporated by reference to Exhibit 10.12 of the
          Company's Form 10-Q filed with the Commission on November 13, 1998). 

(1)10.13  Stock Option Agreement dated as of September 23, 1998 between the
          Company and Christa N. Calabrese (incorporated by reference to
          Exhibit 10.13 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). <PAGE>



(1)10.14  Stock Option Agreement dated as of June 25, 1998 between the Company
          and Kurt C. Felde (incorporated by reference to Exhibit 10.14 of the
          Company's Form 10-Q filed with the Commission on November 13, 1998). 

(1)10.15  Stock Option Agreement dated as of September 23, 1998 between the
          Company and Ronald W. Tragasz (incorporated by reference to Exhibit
          10.15 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.16  Stock Option Agreement dated as of September 23, 1998 between the
          Company and Marlene Sachs (incorporated by reference to Exhibit 10.16
          of the Company's Form 10-Q filed with the Commission on November 13,
          1998). 

(1)10.17  Stock Option Agreement dated as of August 26, 1998 between the
          Company and Sherwin Koopmans (incorporated by reference to Exhibit
          10.17 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.18  Stock Option Agreement dated as of August 26, 1998 between the
          Company and George M. Ohlhausen (incorporated by reference to Exhibit
          10.18 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.19  Stock Option Agreement dated as of August 26, 1998 between the
          Company and Charles G. Freund (incorporated by reference to Exhibit
          10.19 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.20  Stock Option Agreement dated as of August 26, 1998 between the
          Company and Norman D. Rich (incorporated by reference to Exhibit
          10.20 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1) (2)10.21 Amendment No. 1 to Employment Agreement dated as of August 1, 1998
          between the Bank and Marlene Sachs.


(1)10.22  Stock Option Agreement dated as of August 26, 1998 between the
          Company and Avrom H. Goldfeder (incorporated by reference to Exhibit
          10.22 of the Company's Form 10-Q filed with the Commission on
          November 13, 1998). 

(1)10.23  Stock Option Agreement dated as of August 26, 1998 between the
          Company and Glen Wherfel (incorporated by reference to Exhibit 10.23
          of the Company's Form 10-Q filed with the Commission on November 13,
          1998). 

(1) (2)10.24 Employment Agreement dated as of December 16, 1998 between the
          Bank and Wilbur G. Meinen. 

(1) (2)10.25 Stock Option Agreement dated as of December 16, 1998 between the
          Company and Kurt C. Felde. 

(1) (2)10.26 Stock Option Agreement dated as of December 16, 1998 between the
          Company and Wilbur G. Meinen. <PAGE>



(1) (2)10.27 Stock Option Agreement dated as of January 27, 1999 between the
          Company and Wilbur G. Meinen. 


(1) (2)10.28 Success Bancshares, Inc. 1998 Employee Stock Purchase Plan. 

(1) (2)10.29 Amendment No. 1 to 1995 Stock Option Plan. 

(1) (2)10.30 Restricted Stock Agreement dated as of December 16, 1998 between
          the Company and Wilbur G. Meinen. 

(2)10.31  Lease with respect to Chicago downtown branch banking facility (May,
          1998). 

   13.1   1998 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). 

(1)23.1   Consent of McGladrey & Pullen, LLP 

(1)27.1   Financial Data Schedule<PAGE>



Exhibit 23 - CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Annual Report (Form 10-K)
of Success Bancshares, Inc. of our report dated February 12, 1999 included in
the 1998 Annual Report to Shareholders of Success Bancshares, Inc.  We also
consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-42615) pertaining to the Success Bancshares, Inc. Employee Stock
Ownership Plan, 1990, 1992 and 1993 Executive Officer Stock Option Agreements
and the 1995 Employee Stock Option Plan of our report dated February 12, 1999,
with respect to the consolidated financial statements incorporated herein by
reference.

/s/  McGladrey & Pullen, LLP 
Schaumburg, Illinois 
March 25, 1999 <PAGE>