<PAGE>   1


    As filed with the Securities and Exchange Commission on December 18, 1997
                                                      Registration No. 333-____

===============================================================================


                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                               _______________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               _______________

                          SUCCESS BANCSHARES, INC.
              (Name of Registrant as Specified in its Charter)


            DELAWARE                                              36-3497644
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                              Identification No.)


                             ONE MARRIOTT DRIVE
                        LINCOLNSHIRE, ILLINOIS  60069
                               (847) 634-4200

                  (Address of Principal Executive Offices)

                          SUCCESS BANCSHARES, INC.

                        EMPLOYEE STOCK OWNERSHIP PLAN

                    1990, 1992 AND 1993 EXECUTIVE OFFICER
                           STOCK OPTION AGREEMENTS

                       1995 EMPLOYEE STOCK OPTION PLAN
                          (Full Title of the Plans)

                               SAUL D. BINDER
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          SUCCESS BANCSHARES, INC.
                             ONE MARRIOTT DRIVE
                        LINCOLNSHIRE, ILLINOIS  60069
                               (847) 634-4200

          (Name, Address and Telephone Number of Agent for Service)

               Please address a copy of all communications to:

                              MICHAEL J. GAMSKY
         MUCH SHELIST FREED DENENBERG AMENT BELL & RUBENSTEIN, P.C.
                      200 N. LASALLE STREET, SUITE 2100
                          CHICAGO, ILLINOIS  60601
                         TELEPHONE:  (312) 346-3100
                            FAX:   (312) 621-1750

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
========================================================================================
TITLE OF EACH CLASS     AMOUNT    PROPOSED MAXIMUM       PROPOSED MAXIMUM    AMOUNT OF
OF SECURITIES TO BE     TO BE     OFFERING PRICE        AGGREGATE OFFERING  REGISTRATION
     REGISTERED       REGISTERED     PER  SHARE (1)         PRICE (1)           FEE
----------------------------------------------------------------------------------------
<S>                    <C>            <C>                   <C>               <C>
Common Stock (par
value $0.001 per
share) to be issued
and delivered
pursuant to the
Employee Stock
Ownership Plan......   191,660        $14.0625              $2,695,219        $  795
----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1990,
1992 and 1993
Executive Stock
Option Agreements...   116,790        $14.0625              $1,642,359        $  485
----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1995
Employee Stock
Option Plan.........   170,000        $14.0625              $2,390,625        $  705
----------------------------------------------------------------------------------------
Total...............   478,450                              $6,728,203        $1,985
========================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h), based on the average of the high and low sale
     prices as reported by The Nasdaq National Market on December 15, 1997.





<PAGE>   2




                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2.  The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents, heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference, except as superseded or modified herein:

           (a)  The Company's Prospectus dated September 19, 1997, filed
        pursuant to Rule 424(b) under the Securities Act.

           (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1997 filed with the Commission on November 
        14, 1997.

           (c)  The description of the common stock set forth in the Company's
        Registration Statement on Form 8-A (File No. 0-23235) filed with the
        Commission on October 20, 1997, including any amendment or report filed
        for the purpose of updating such description.

        All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Much Shelist
Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which serves
as the Company's general counsel.  Jeffrey C. Rubenstein, a principal of Much
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., as of December 15, 1997,
is the beneficial holder of 34,254 shares of the Company's Common Stock, the
fair market value of which exceeds $50,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company is a Delaware corporation.  Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payments of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit.


                                      1



<PAGE>   3




        Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was
or is a party or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided such
director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best
interest and, for criminal proceedings, had no reasonable cause to believe that
his conduct was unlawful.  A Delaware corporation may indemnify any officer or
director in any action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation.  Where an officer or a present or former director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such person actually
and reasonably incurred.

        The Company's Certificate of Incorporation limits the personal liability
of directors to the fullest extent permitted by Delaware law. In addition, the
Company's Certificate of Incorporation and By-laws provide that the Company
shall, to the fullest extent permitted by Delaware law, indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
and all expenses, liabilities or other matters referred to or covered by
Delaware law, which were reasonably incurred by such person.  This
indemnification is in addition to any other rights of indemnification to which
such persons may be entitled under the Company's Certificate of Incorporation,
By-laws, any agreement or vote of shareholders or disinterested directors or
otherwise.

        The Company's Certificate of Incorporation and By-laws also permit it to
secure insurance on behalf of any director, officer, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether Delaware law, the Certificate of Incorporation or By-laws
would permit indemnification.

        The description of Delaware law is not intended to be complete.  The
description of the Company's Certificate of Incorporation and its By-laws is
not intended to be complete and is respectively qualified in its entirety by
such Certificate and By-laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        The Exhibits filed herewith pursuant to this Item 8 are listed in the
Exhibit Index at page E-1.

ITEM 9. UNDERTAKINGS

        (A) The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
              of the Securities At of 1933;


                                      2



<PAGE>   4




                    (ii)   To reflect in the prospectus any facts or events 
              arising after the effective date of the registration statement
              (or in the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would exceed that which was registered) and any deviation
              from the low or high end of the estimated maximum offering range
              may be reflected in the form of prospectus filed with the
              Commission pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than a 20 percent
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement;

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

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

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

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

        (B)  The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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



                                      3



<PAGE>   5




                                  SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lincolnshire, Illinois, on December 17, 1997.


                                            SUCCESS BANCSHARES, INC.


                                            By:    // Saul D. Binder //
                                                ---------------------------
                                                      Saul D. Binder
                                                        President
                                                           and
                                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on December 17, 1997.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Saul D. Binder and Steven A. Covert and
each of them, his attorney-in-fact, each with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.


    SIGNATURES                                             TITLE
    ----------                                             -----

                                             
//Saul D. Binder  //                         President, Chief Executive Officer 
--------------------                                    and Director
Saul D. Binder                                  (Principal Executive Officer)
                            
                             
//Steven A. Covert //                            Executive Vice President and  
---------------------                               Chief Financial Officer   
Steven A. Covert                                   (Principal Financial and
                                                       Accounting Officer)


                                                           Director
--------------------
Charles G. Freund                     


//Avrom Goldfeder //                                       Director
--------------------                  
Avrom Goldfeder

                       [signatures continued next page]

                                     S-1



<PAGE>   6



//Samuel D. Kahan//                                        Director
-------------------                   
Samuel D. Kahan

//Sherwin Koopmans//                                       Director
--------------------                  
Sherwin Koopmans

                                                           Director
-----------------------               
George M. Ohlhausen

//Norman D. Rich//                                         Director
------------------                    
Norman D. Rich



                                     S-2



<PAGE>   7




                               LIST OF EXHIBITS

<TABLE>
<CAPTION>

Exhibit
 Number                          Exhibit Title
 ------                          -------------
  <S>      <C>
  4.1      Specimen Common Stock Certificate (incorporated herein by reference 
           to Exhibit 1 to Registration Statement on Form 8-A, 
           File No. 0-23235).

  4.2      1995 Success Bancshares, Inc. Employee Stock Option Plan 
           (incorporated herein by reference to Exhibit 10.2 to Registration 
           Statement on Form S-1, File No. 333-32561).

  4.3      1990, 1992 and 1993 Executive Officer Stock Option Agreements.

  5.1      Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, 
           P.C. regarding legality.

 23.1      Consent of McGladrey & Pullen, LLP.

 23.2      Consent of Crowe, Chizek and Company LLP.

 23.3      Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, 
           P.C. (included as part of Exhibit 5.1).

 24.1      Power of Attorney (included on page S-1 of the Registration 
           Statement).

</TABLE>

                                     E-1
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 21074}]
{"company-data": {"conformed-name": "SUCCESS BANCSHARES INC", "cik": "0001009569", "assigned-sic": "6021", "irs-number": "363497644", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-42615", "film-number": "97740645"}, "business-address": {"street1": "ONE MARRIOTT DRIVE", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069", "phone": "8476344200"}, "mail-address": {"street1": "ONE MARRIOTT DR", "city": "LINCOLNSHIRE", "state": "IL", "zip": "60069"}}
1

    As filed with the Securities and Exchange Commission on December 18, 1997
                                                      Registration No. 333-____

===============================================================================

                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549
                               _______________

                                  FORM S-8
                           REGISTRATION STATEMENT
                                    UNDER
                         THE SECURITIES ACT OF 1933
                               _______________

                          SUCCESS BANCSHARES, INC.
              (Name of Registrant as Specified in its Charter)

            DELAWARE                                              36-3497644
(State or Other Jurisdiction of                               (I.R.S. Employer
Incorporation or Organization)                              Identification No.)

                             ONE MARRIOTT DRIVE
                        LINCOLNSHIRE, ILLINOIS  60069
                               (847) 634-4200

                  (Address of Principal Executive Offices)

                          SUCCESS BANCSHARES, INC.

                        EMPLOYEE STOCK OWNERSHIP PLAN

                    1990, 1992 AND 1993 EXECUTIVE OFFICER
                           STOCK OPTION AGREEMENTS

                       1995 EMPLOYEE STOCK OPTION PLAN
                          (Full Title of the Plans)

                               SAUL D. BINDER
                    PRESIDENT AND CHIEF EXECUTIVE OFFICER
                          SUCCESS BANCSHARES, INC.
                             ONE MARRIOTT DRIVE
                        LINCOLNSHIRE, ILLINOIS  60069
                               (847) 634-4200

          (Name, Address and Telephone Number of Agent for Service)

               Please address a copy of all communications to:

                              MICHAEL J. GAMSKY
         MUCH SHELIST FREED DENENBERG AMENT BELL & RUBENSTEIN, P.C.
                      200 N. LASALLE STREET, SUITE 2100
                          CHICAGO, ILLINOIS  60601
                         TELEPHONE:  (312) 346-3100
                            FAX:   (312) 621-1750

                       CALCULATION OF REGISTRATION FEE
========================================================================================
TITLE OF EACH CLASS     AMOUNT    PROPOSED MAXIMUM       PROPOSED MAXIMUM    AMOUNT OF
OF SECURITIES TO BE     TO BE     OFFERING PRICE        AGGREGATE OFFERING  REGISTRATION
     REGISTERED       REGISTERED     PER  SHARE (1)         PRICE (1)           FEE
----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
and delivered
pursuant to the
Employee Stock
Ownership Plan......   191,660        $14.0625              $2,695,219        $  795
----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1990,
1992 and 1993
Executive Stock
Option Agreements...   116,790        $14.0625              $1,642,359        $  485
----------------------------------------------------------------------------------------
Common Stock (par
value $0.001 per
share) to be issued
upon exercise of
options granted
under the 1995
Employee Stock
Option Plan.........   170,000        $14.0625              $2,390,625        $  705
----------------------------------------------------------------------------------------
Total...............   478,450                              $6,728,203        $1,985
========================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee in
     accordance with Rule 457(h), based on the average of the high and low sale
     prices as reported by The Nasdaq National Market on December 15, 1997.
2

                                    PART I
             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEMS 1 AND 2.  The information specified in Item 1 and Item 2 of Part I of
Form S-8 is omitted from this filing in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act"), and the introductory
note to Part I of Form S-8.

                                   PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

        The following documents, heretofore filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby
incorporated by reference, except as superseded or modified herein:

           (a)  The Company's Prospectus dated September 19, 1997, filed
        pursuant to Rule 424(b) under the Securities Act.

           (b)  The Company's Quarterly Report on Form 10-Q for the quarterly
        period ended September 30, 1997 filed with the Commission on November 
        14, 1997.

           (c)  The description of the common stock set forth in the Company's
        Registration Statement on Form 8-A (File No. 0-23235) filed with the
        Commission on October 20, 1997, including any amendment or report filed
        for the purpose of updating such description.

        All documents subsequently filed with the Commission by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.

ITEM 4. DESCRIPTION OF SECURITIES

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

        Certain legal matters in connection with the validity of the shares of
Common Stock offered hereby will be passed upon for the Company by Much Shelist
Freed Denenberg Ament Bell & Rubenstein, P.C., Chicago, Illinois, which serves
as the Company's general counsel.  Jeffrey C. Rubenstein, a principal of Much
Shelist Freed Denenberg Ament Bell & Rubenstein, P.C., as of December 15, 1997,
is the beneficial holder of 34,254 shares of the Company's Common Stock, the
fair market value of which exceeds $50,000.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Company is a Delaware corporation.  Reference is made to Section
102(b)(7) of the Delaware General Corporation Law (the "DGCL"), which enables a
corporation in its original certificate of incorporation or an amendment
thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payments of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit.

                                      1
3

        Reference is also made to Section 145 of the DGCL, which provides that a
corporation may indemnify any person, including a director or officer, who was
or is a party or who is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person is or was a director,
officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise.
The indemnity may include expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, provided such
director, officer, employee or agent acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best
interest and, for criminal proceedings, had no reasonable cause to believe that
his conduct was unlawful.  A Delaware corporation may indemnify any officer or
director in any action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation.  Where an officer or a present or former director is successful on
the merits or otherwise in the defense of any action referred to above, the
corporation must indemnify him against the expenses that such person actually
and reasonably incurred.

        The Company's Certificate of Incorporation limits the personal liability
of directors to the fullest extent permitted by Delaware law. In addition, the
Company's Certificate of Incorporation and By-laws provide that the Company
shall, to the fullest extent permitted by Delaware law, indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative by reason of the fact that he or she is or was
a director, officer, employee or agent of the Company or is or was serving at
the request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
and all expenses, liabilities or other matters referred to or covered by
Delaware law, which were reasonably incurred by such person.  This
indemnification is in addition to any other rights of indemnification to which
such persons may be entitled under the Company's Certificate of Incorporation,
By-laws, any agreement or vote of shareholders or disinterested directors or
otherwise.

        The Company's Certificate of Incorporation and By-laws also permit it to
secure insurance on behalf of any director, officer, employee or other agent
for any liability arising out of his or her actions in such capacity,
regardless of whether Delaware law, the Certificate of Incorporation or By-laws
would permit indemnification.

        The description of Delaware law is not intended to be complete.  The
description of the Company's Certificate of Incorporation and its By-laws is
not intended to be complete and is respectively qualified in its entirety by
such Certificate and By-laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

        Not applicable.

ITEM 8. EXHIBITS

        The Exhibits filed herewith pursuant to this Item 8 are listed in the
Exhibit Index at page E-1.

ITEM 9. UNDERTAKINGS

        (A) The undersigned registrant hereby undertakes:

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

                    (i)  To include any prospectus required by Section 10(a)(3)
              of the Securities At of 1933;

                                      2
4

                    (ii)   To reflect in the prospectus any facts or events 
              arising after the effective date of the registration statement
              (or in the most recent post-effective amendment thereof) which,
              individually or in the aggregate, represent a fundamental change
              in the information set forth in the registration statement.
              Notwithstanding the foregoing, any increase or decrease in volume
              of securities offered (if the total dollar value of securities
              offered would exceed that which was registered) and any deviation
              from the low or high end of the estimated maximum offering range
              may be reflected in the form of prospectus filed with the
              Commission pursuant to Rule 424(b) if, in the aggregate, the
              changes in volume and price represent no more than a 20 percent
              change in the maximum aggregate offering price set forth in the
              "Calculation of Registration Fee" table in the effective
              registration statement;

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

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

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

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

        (B)  The undersigned registrant hereby undertakes that, for the purpose
of determining any liability under the Securities Act of 1933, each filing of 
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

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

                                      3
5

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lincolnshire, Illinois, on December 17, 1997.

                                            SUCCESS BANCSHARES, INC.

                                            By:    // Saul D. Binder //
                                                ---------------------------
                                                      Saul D. Binder
                                                        President
                                                           and
                                                 Chief Executive Officer

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
following capacities on December 17, 1997.

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Saul D. Binder and Steven A. Covert and
each of them, his attorney-in-fact, each with the power of substitution, for
him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all
post-effective amendments thereto, and to file the same, with all exhibits
thereto and all documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that such attorneys-in-fact and agents or any of them, or
his or their substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

    SIGNATURES                                             TITLE
    ----------                                             -----

                                             
//Saul D. Binder  //                         President, Chief Executive Officer 
--------------------                                    and Director
Saul D. Binder                                  (Principal Executive Officer)
                            
                             
//Steven A. Covert //                            Executive Vice President and  
---------------------                               Chief Financial Officer   
Steven A. Covert                                   (Principal Financial and
                                                       Accounting Officer)

                                                           Director
--------------------
Charles G. Freund                     

//Avrom Goldfeder //                                       Director
--------------------                  
Avrom Goldfeder

                       [signatures continued next page]

                                     S-1
6

//Samuel D. Kahan//                                        Director
-------------------                   
Samuel D. Kahan

//Sherwin Koopmans//                                       Director
--------------------                  
Sherwin Koopmans

                                                           Director
-----------------------               
George M. Ohlhausen

//Norman D. Rich//                                         Director
------------------                    
Norman D. Rich

                                     S-2
7

                               LIST OF EXHIBITS
Exhibit
 Number                          Exhibit Title
 ------                          -------------
4.1      Specimen Common Stock Certificate (incorporated herein by reference 
           to Exhibit 1 to Registration Statement on Form 8-A, 
           File No. 0-23235).

  4.2      1995 Success Bancshares, Inc. Employee Stock Option Plan 
           (incorporated herein by reference to Exhibit 10.2 to Registration 
           Statement on Form S-1, File No. 333-32561).

  4.3      1990, 1992 and 1993 Executive Officer Stock Option Agreements.

  5.1      Opinion of Much Shelist Freed Denenberg Ament Bell & Rubenstein, 
           P.C. regarding legality.

 23.1      Consent of McGladrey & Pullen, LLP.

 23.2      Consent of Crowe, Chizek and Company LLP.

 23.3      Consent of Much Shelist Freed Denenberg Ament Bell & Rubenstein, 
           P.C. (included as part of Exhibit 5.1).

 24.1      Power of Attorney (included on page S-1 of the Registration 
           Statement).
E-1