<PAGE>
                                               Registration No. 333-____________



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                           MERCHANTS AND MANUFACTURERS
                              BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

         Wisconsin                                           39-1413328
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                             19105 W. Capitol Drive
                              Brookfield, WI 53045
                    (Address of principal executive offices)

                           Merchants and Manufacturers
                              Bancorporation, Inc.
                        1996 Incentive Stock Option Plan
                            (Full title of the plan)

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

                                  John Krawczyk
                             19105 W. Capitol Drive
                              Brookfield, WI 53045
                     (Name and address of agent for service)

                                 (262) 790-2122
          (Telephone number, including area code of agent for service)

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

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
 Title of securities to be registered    Amount to be     Proposed maximum     Proposed maximum      Amount of
                                        registered (1)   offering price per       aggregate       registration fee
                                                              share (2)       offering price (2)        (2)
<S>                                     <C>              <C>                  <C>                 <C>
Common Stock...................            210,000               (2)            $6,247,500.00         $575.00
                                            shares
</TABLE>


<PAGE>

(1)      This Registration Statement covers the aggregate number of shares which
         may be issued upon the exercise of options which have been granted and
         may be granted in the future under the terms of the Merchants and
         Manufacturers Bancorporation, Inc., 1996 Incentive Stock Option Plan.
         Pursuant to Rule 416, this Registration Statement shall also be deemed
         to cover an indeterminate number of additional shares of common stock
         in the event the number of outstanding shares of Merchants and
         Manufacturers Bancorporation, Inc. is increased by stock splits, stock
         dividends or similar transactions.

(2)      Estimated pursuant to Rule 457(h), solely for the purpose of
         calculating the registration fee as follows: the registration fee was
         calculated by reference to the average of the bid and ask price on
         January 31, 2003, which was $29.75, for a total maximum offering price
         of $6,247,500.00.


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *        The information required by Items 1 and 2 of Part I of Form
                  S-8 is omitted from this Registration Statement in accordance
                  with the Note to Part I of Form S-8 and Rule 428 promulgated
                  under the Securities Act of 1933, as amended (the "Securities
                  Act").




















                                       I-1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Merchants and Manufacturers Bancorporation, Inc., a Wisconsin
corporation (the "Registrant"), hereby incorporates by reference into this
registration statement (the "Registration Statement") the following:

         A.       Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001.

         B.       Registrant's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 2002.

         C.       Registrant's Prospectus filed pursuant to Rule 424(b) on
                  October 17, 2002.

         D.       The description of the Registrant's common stock set forth in
                  the Registrant's registration statement pursuant to Section 12
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), and any amendment or report filed for the
                  purpose of updating any such description.

         E.       Proxy Statement dated April 29, 2002 for Annual Meeting of
                  Shareholders of Registrant held on June 4, 2002.

         All documents subsequently filed by the Registrant pursuant to Section
13(a) and (c) of the Exchange Act and any definitive proxy or information
statements filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent shareholders' meeting and any reports filed pursuant to Section
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities that have not been sold, will be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.



                                      II-1
<PAGE>

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law (the "WBCL"). Under Section 180.0851 of the WBCL the Registrant shall
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding, if such person was a party to such proceeding
because he or she was a director or officer of the Registrant. In all other
cases, the Registrant shall indemnify a director or officer against liability
incurred because he or she breached or failed to perform a duty owed to the
Registrant incurred in a proceeding to which such person was a party because he
or she was a director or officer of Registrant, unless liability was incurred
because he or she breached or failed to perform a duty owed to the Registrant
and such breach or failure to perform constitutes: (i) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858 of the WBCL provides that subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement
between the director or officer and the Registrant, or a resolution of the Board
of Directors, or adopted by a majority vote of the Registrant's shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses, and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale, or purchase of securities.

         The Registrant's Articles of Incorporation contain no provisions in
relation to the indemnification of directors and offices of the Registrant.

         Under Article X of the Registrant's By-Laws, the Registrant extends
rights of indemnification to any person who is made or threatened to be made a
party to any action or claim or proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the Registrant,
except as to matters in which he or she is finally adjudged to have been guilty
of fraud in the performance of his or her duty as such director, officer,
employee or agent. Indemnification is provided for expenses and amounts paid in
the final disposition of claims, actions, suits or proceedings including
settling of such matters. The rights of indemnification under the Registrant's
By-Laws are in addition to rights to which such persons may be entitled as a
matter of law, agreement, vote of shareholders or otherwise.

         Officers and directors of the Registrant and Registrant's subsidiaries
are covered by directors' and officers' liability insurance under which they are
insured (subject to certain exceptions and limitations specified in the policy)
against expenses and liabilities arising out of proceedings to which they are
parties by reason of being or having been directors or officers of Registrant or
Registrant's subsidiaries.




                                      II-2
<PAGE>

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.


         EXHIBIT NO.                        EXHIBIT

         3.1               Articles of Incorporation, as amended, of Registrant
                           incorporated by reference to Exhibit 3(a) to
                           Registration Statement on Form S-4 filed on October
                           4, 1999, SEC file No. 333-86855.

         3.2               Bylaws of Registrant incorporated by reference to
                           Exhibit 3.2 to Registrant's Registration Statement on
                           Form S-1 filed on October 2, 1992, SEC File No.
                           33-53002.

         3.3               Merchants and Manufacturers Bancorporation, Inc. 1996
                           Stock Option Plan, as amended, incorporated by
                           reference to Exhibit 10(a) to Registrant's
                           Registration Statement on Form S-4 filed on September
                           21, 2002, SEC File No. 333-100015.

         3.4               Stock Option Agreement, as amended, for use with
                           Merchants and Manufacturers Bancorporation, Inc. 1996
                           Incentive Stock Option Plan

         5.                Opinion of Davis & Kuelthau, s.c.

         23.1              Consent of Davis & Kuelthau, s.c. (contained in
                           Exhibit 5)

         23.2              Consent of McGladrey & Pullen, LLP


ITEM 9. UNDERTAKINGS.

         (a).     The undersigned Registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the


                                      II-3
<PAGE>

                                    foregoing, any increase or decrease in
                                    volume of securities offered (if the total
                                    dollar value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or high end of the
                                    estimated maximum offering range may be
                                    reflected in the form of a prospectus filed
                                    with the Securities and Exchange Commission
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a twenty percent
                                    (20%) 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 paragraphs (i) and (ii) above
                           do not apply if the Registration Statement is on Form
                           S-8, and if the information required to be included
                           in a post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Securities and Exchange Commission by the
                           Registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act") that are incorporated by reference in
                           this Registration Statement.

                  (2).     That, for the purposes of determining any liability
                           under the Securities Act, 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; and

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

         The undersigned Registrant hereby further undertakes:

         (b).     That, for purposes of determining any liability under the
                  Securities Act, each filing of Registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this 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 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 and is, therefore,


                                      II-4
<PAGE>




                  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 a
                  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
                  and will be governed by the final adjudication of such issue.


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin, on January 23, 2003.

                                       MERCHANTS AND MANUFACTURERS
                                       BANCORPORATION, INC.


                                       By: /s/ Michael J. Murry
                                           -----------------------
                                               Name: Michael J. Murry
                                               Title: Chairman of the Board of
                                                      Directors



                                POWER OF ATTORNEY


         Each person whose signature appears below hereby constitutes and
appoints Michael J. Murry his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to sign any and
all amendments (including post-effective amendments to this Registration
Statement, to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices and other
documents necessary or advisable to comply with the applicable state securities
laws, granting unto said attorney-in-fact and agent or his substitutes or
substitute, full power and authority to perform and do each and every act and
thing necessary and advisable as fully to all intents and purposes as he might
or could perform and do in person, thereby ratifying and confirming all that
said attorney-in-fact and agent or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.




                                      II-5
<PAGE>

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

SIGNATURE                           TITLE                           DATE


/s/ Michael J. Murry         Chairman of the Board of           January 23, 2003
--------------------------   Directors (Principal Executive
Michael J. Murry             Officer


/s/ James Bomberg            President and a Director           January 23, 2003
--------------------------
James Bomberg

/s/ James Mroczkowski        Executive Vice President, Chief    January 23, 2003
--------------------------   Financial Officer, Principal
James Mroczkowski            Financial and Accounting Officer


/s/ J. Michael Bartels       Director                           January 23, 2003
--------------------------
J. Michael Bartels

/s/ Duane H. Bluemke         Director                           January 23, 2003
--------------------------
Duane H. Bluemke

/s/ Duane P. Cherek          Director                           January 23, 2003
--------------------------
Duane P. Cherek

/s/                          Director                           January __, 2003
--------------------------
Rodney Goodell

/s/ Casimir S. Janiszewski   Director                           January 23, 2003
--------------------------
Casimir S. Janiszewski

/s/                          Director                           January __, 2003
--------------------------
Michael Judge

/s/                          Director                           January __, 2003
--------------------------
James Kacmarcik

/s/ Conrad Kaminski          Director                           January 23, 2003
--------------------------
Conrad Kaminski

/s/ Nicholas Logarakis       Director                           January 23, 2003
--------------------------
Nicholas Logarakis



                                      II-6
<PAGE>

/s/ Jerome Sarnowski         Director                           January 23, 2003
--------------------------
Jerome Sarnowski

/s/ James Sass               Director                           January 23, 2003
--------------------------
James Sass

/s/ Thomas Sheehan           Director                           January 23, 2003
--------------------------
Thomas Sheehan

/s/ Keith Winters            Director                           January 23, 2003
--------------------------
Keith Winters

/s/ Donald A. Zellmer        Director                           January 23, 2003
--------------------------
Donald A. Zellmer







                                      II-7
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

         3.1               Articles of Incorporation, as amended, of Registrant.

         3.2               Bylaws of Registrant

         3.3               Registrant's 1996 Incentive Stock Option Plan, as
                           amended.

         3.4*              Stock Option Agreement, as amended, for use with
                           Registrant's 1996 Incentive Stock Option Plan.

         5.*               Opinion of Davis & Kuelthau, s.c.

         23.1*             Consent of Davis & Kuelthau, s.c. (contained in
                           Exhibit 5)

         23.2*             Consent of McGladrey & Pullen, LLP



* Filed Herewith.














                                      II-8
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{"company-data": {"conformed-name": "MERCHANTS & MANUFACTURERS BANCORPORATION INC", "cik": "0000753682", "assigned-sic": "6022", "irs-number": "391413328", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102946", "film-number": "03537808"}, "business-address": {"street1": "14100 W. NATIONAL AVENUE", "street2": "P.O. BOX 511160", "city": "NEW BERLIN", "state": "WI", "zip": "53151", "phone": "414-827-6713"}, "mail-address": {"street1": "14100 W. NATIONAL AVENUE", "city": "NEW BERLIN", "state": "WI", "zip": "53151"}}
Registration No. 333-____________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              ---------------------

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

                           MERCHANTS AND MANUFACTURERS
                              BANCORPORATION, INC.
             (Exact name of registrant as specified in its charter)

         Wisconsin                                           39-1413328
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                          Identification Number)

                             19105 W. Capitol Drive
                              Brookfield, WI 53045
                    (Address of principal executive offices)

                           Merchants and Manufacturers
                              Bancorporation, Inc.
                        1996 Incentive Stock Option Plan
                            (Full title of the plan)

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

                                  John Krawczyk
                             19105 W. Capitol Drive
                              Brookfield, WI 53045
                     (Name and address of agent for service)

                                 (262) 790-2122
          (Telephone number, including area code of agent for service)

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

                         CALCULATION OF REGISTRATION FEE
Title of securities to be registered    Amount to be     Proposed maximum     Proposed maximum      Amount of
                                        registered (1)   offering price per       aggregate       registration fee
                                                              share (2)       offering price (2)        (2)
Common Stock...................            210,000               (2)            $6,247,500.00         $575.00
                                            shares
(1)      This Registration Statement covers the aggregate number of shares which
         may be issued upon the exercise of options which have been granted and
         may be granted in the future under the terms of the Merchants and
         Manufacturers Bancorporation, Inc., 1996 Incentive Stock Option Plan.
         Pursuant to Rule 416, this Registration Statement shall also be deemed
         to cover an indeterminate number of additional shares of common stock
         in the event the number of outstanding shares of Merchants and
         Manufacturers Bancorporation, Inc. is increased by stock splits, stock
         dividends or similar transactions.

(2)      Estimated pursuant to Rule 457(h), solely for the purpose of
         calculating the registration fee as follows: the registration fee was
         calculated by reference to the average of the bid and ask price on
         January 31, 2003, which was $29.75, for a total maximum offering price
         of $6,247,500.00.

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1. PLAN INFORMATION.*

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*

         *        The information required by Items 1 and 2 of Part I of Form
                  S-8 is omitted from this Registration Statement in accordance
                  with the Note to Part I of Form S-8 and Rule 428 promulgated
                  under the Securities Act of 1933, as amended (the "Securities
                  Act").

                                       I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

         Merchants and Manufacturers Bancorporation, Inc., a Wisconsin
corporation (the "Registrant"), hereby incorporates by reference into this
registration statement (the "Registration Statement") the following:

         A.       Registrant's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 2001.

         B.       Registrant's Quarterly Reports on Form 10-Q for the quarters
                  ended March 31, June 30 and September 30, 2002.

         C.       Registrant's Prospectus filed pursuant to Rule 424(b) on
                  October 17, 2002.

         D.       The description of the Registrant's common stock set forth in
                  the Registrant's registration statement pursuant to Section 12
                  of the Securities Exchange Act of 1934, as amended (the
                  "Exchange Act"), and any amendment or report filed for the
                  purpose of updating any such description.

         E.       Proxy Statement dated April 29, 2002 for Annual Meeting of
                  Shareholders of Registrant held on June 4, 2002.

         All documents subsequently filed by the Registrant pursuant to Section
13(a) and (c) of the Exchange Act and any definitive proxy or information
statements filed pursuant to Section 14 of the Exchange Act in connection with
any subsequent shareholders' meeting and any reports filed pursuant to Section
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities that have not been sold, will be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statement contained herein or any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed to constitute a part of this Registration Statement, except as so
modified or superseded.

ITEM 4. DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

                                      II-1
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         The Registrant is incorporated under the Wisconsin Business Corporation
Law (the "WBCL"). Under Section 180.0851 of the WBCL the Registrant shall
indemnify a director or officer, to the extent such person is successful on the
merits or otherwise in the defense of a proceeding, for all reasonable expenses
incurred in the proceeding, if such person was a party to such proceeding
because he or she was a director or officer of the Registrant. In all other
cases, the Registrant shall indemnify a director or officer against liability
incurred because he or she breached or failed to perform a duty owed to the
Registrant incurred in a proceeding to which such person was a party because he
or she was a director or officer of Registrant, unless liability was incurred
because he or she breached or failed to perform a duty owed to the Registrant
and such breach or failure to perform constitutes: (i) a willful failure to deal
fairly with the Registrant or its shareholders in connection with a matter in
which the director or officer has a material conflict of interest; (ii) a
violation of criminal law, unless the director or officer had reasonable cause
to believe his or her conduct was lawful or no reasonable cause to believe his
or her conduct was unlawful; (iii) a transaction from which the director or
officer derived an improper personal profit; or (iv) willful misconduct. Section
180.0858 of the WBCL provides that subject to certain limitations, the mandatory
indemnification provisions do not preclude any additional right to
indemnification or allowance of expenses that a director or officer may have
under the Registrant's articles of incorporation, bylaws, a written agreement
between the director or officer and the Registrant, or a resolution of the Board
of Directors, or adopted by a majority vote of the Registrant's shareholders.

         Section 180.0859 of the WBCL provides that it is the public policy of
the State of Wisconsin to require or permit indemnification, allowance of
expenses, and insurance to the extent required or permitted under Sections
180.0850 to 180.0858 of the WBCL for any liability incurred in connection with a
proceeding involving a federal or state statute, rule or regulation regulating
the offer, sale, or purchase of securities.

         The Registrant's Articles of Incorporation contain no provisions in
relation to the indemnification of directors and offices of the Registrant.

         Under Article X of the Registrant's By-Laws, the Registrant extends
rights of indemnification to any person who is made or threatened to be made a
party to any action or claim or proceeding by reason of the fact that such
person is or was a director, officer, employee or agent of the Registrant,
except as to matters in which he or she is finally adjudged to have been guilty
of fraud in the performance of his or her duty as such director, officer,
employee or agent. Indemnification is provided for expenses and amounts paid in
the final disposition of claims, actions, suits or proceedings including
settling of such matters. The rights of indemnification under the Registrant's
By-Laws are in addition to rights to which such persons may be entitled as a
matter of law, agreement, vote of shareholders or otherwise.

         Officers and directors of the Registrant and Registrant's subsidiaries
are covered by directors' and officers' liability insurance under which they are
insured (subject to certain exceptions and limitations specified in the policy)
against expenses and liabilities arising out of proceedings to which they are
parties by reason of being or having been directors or officers of Registrant or
Registrant's subsidiaries.

                                      II-2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8. EXHIBITS.

         EXHIBIT NO.                        EXHIBIT

         3.1               Articles of Incorporation, as amended, of Registrant
                           incorporated by reference to Exhibit 3(a) to
                           Registration Statement on Form S-4 filed on October
                           4, 1999, SEC file No. 333-86855.

         3.2               Bylaws of Registrant incorporated by reference to
                           Exhibit 3.2 to Registrant's Registration Statement on
                           Form S-1 filed on October 2, 1992, SEC File No.
                           33-53002.

         3.3               Merchants and Manufacturers Bancorporation, Inc. 1996
                           Stock Option Plan, as amended, incorporated by
                           reference to Exhibit 10(a) to Registrant's
                           Registration Statement on Form S-4 filed on September
                           21, 2002, SEC File No. 333-100015.

         3.4               Stock Option Agreement, as amended, for use with
                           Merchants and Manufacturers Bancorporation, Inc. 1996
                           Incentive Stock Option Plan

         5.                Opinion of Davis & Kuelthau, s.c.

         23.1              Consent of Davis & Kuelthau, s.c. (contained in
                           Exhibit 5)

         23.2              Consent of McGladrey & Pullen, LLP

ITEM 9. UNDERTAKINGS.

         (a).     The undersigned Registrant hereby undertakes:

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

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

                           (ii)     To reflect in the prospectus any facts or
                                    events arising after the effective date of
                                    the Registration Statement (or the most
                                    recent post-effective amendment thereof)
                                    which, individually or in the aggregate,
                                    represent a fundamental change in the
                                    information set forth in the Registration
                                    Statement. Notwithstanding the

                                      II-3
foregoing, any increase or decrease in
                                    volume of securities offered (if the total
                                    dollar value of securities offered would not
                                    exceed that which was registered) and any
                                    deviation from the low or high end of the
                                    estimated maximum offering range may be
                                    reflected in the form of a prospectus filed
                                    with the Securities and Exchange Commission
                                    pursuant to Rule 424(b) if, in the
                                    aggregate, the changes in volume and price
                                    represent no more than a twenty percent
                                    (20%) 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 paragraphs (i) and (ii) above
                           do not apply if the Registration Statement is on Form
                           S-8, and if the information required to be included
                           in a post-effective amendment by those paragraphs is
                           contained in periodic reports filed with or furnished
                           to the Securities and Exchange Commission by the
                           Registrant pursuant to Section 13 or 15(d) of the
                           Securities Exchange Act of 1934, as amended (the
                           "Exchange Act") that are incorporated by reference in
                           this Registration Statement.

                  (2).     That, for the purposes of determining any liability
                           under the Securities Act, 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; and

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

         The undersigned Registrant hereby further undertakes:

         (b).     That, for purposes of determining any liability under the
                  Securities Act, each filing of Registrant's annual report
                  pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
                  where applicable, each filing of an employee benefit plan's
                  annual report pursuant to Section 15(d) of the Exchange Act)
                  that is incorporated by reference in this 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 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 and is, therefore,

                                      II-4
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 a
                  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
                  and will be governed by the final adjudication of such issue.

                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Brookfield, State of Wisconsin, on January 23, 2003.

                                       MERCHANTS AND MANUFACTURERS
                                       BANCORPORATION, INC.

                                       By: /s/ Michael J. Murry
                                           -----------------------
                                               Name: Michael J. Murry
                                               Title: Chairman of the Board of
                                                      Directors

                                POWER OF ATTORNEY

         Each person whose signature appears below hereby constitutes and
appoints Michael J. Murry his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities (until revoked in writing) to sign any and
all amendments (including post-effective amendments to this Registration
Statement, to file the same, together with all exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
to sign any and all applications, registration statements, notices and other
documents necessary or advisable to comply with the applicable state securities
laws, granting unto said attorney-in-fact and agent or his substitutes or
substitute, full power and authority to perform and do each and every act and
thing necessary and advisable as fully to all intents and purposes as he might
or could perform and do in person, thereby ratifying and confirming all that
said attorney-in-fact and agent or his substitutes or substitute, may lawfully
do or cause to be done by virtue hereof.

                                      II-5
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

SIGNATURE                           TITLE                           DATE

/s/ Michael J. Murry         Chairman of the Board of           January 23, 2003
--------------------------   Directors (Principal Executive
Michael J. Murry             Officer

/s/ James Bomberg            President and a Director           January 23, 2003
--------------------------
James Bomberg

/s/ James Mroczkowski        Executive Vice President, Chief    January 23, 2003
--------------------------   Financial Officer, Principal
James Mroczkowski            Financial and Accounting Officer

/s/ J. Michael Bartels       Director                           January 23, 2003
--------------------------
J. Michael Bartels

/s/ Duane H. Bluemke         Director                           January 23, 2003
--------------------------
Duane H. Bluemke

/s/ Duane P. Cherek          Director                           January 23, 2003
--------------------------
Duane P. Cherek

/s/                          Director                           January __, 2003
--------------------------
Rodney Goodell

/s/ Casimir S. Janiszewski   Director                           January 23, 2003
--------------------------
Casimir S. Janiszewski

/s/                          Director                           January __, 2003
--------------------------
Michael Judge

/s/                          Director                           January __, 2003
--------------------------
James Kacmarcik

/s/ Conrad Kaminski          Director                           January 23, 2003
--------------------------
Conrad Kaminski

/s/ Nicholas Logarakis       Director                           January 23, 2003
--------------------------
Nicholas Logarakis

                                      II-6
/s/ Jerome Sarnowski         Director                           January 23, 2003
--------------------------
Jerome Sarnowski

/s/ James Sass               Director                           January 23, 2003
--------------------------
James Sass

/s/ Thomas Sheehan           Director                           January 23, 2003
--------------------------
Thomas Sheehan

/s/ Keith Winters            Director                           January 23, 2003
--------------------------
Keith Winters

/s/ Donald A. Zellmer        Director                           January 23, 2003
--------------------------
Donald A. Zellmer

                                      II-7
EXHIBIT INDEX

EXHIBIT NUMBER             DESCRIPTION OF EXHIBIT

         3.1               Articles of Incorporation, as amended, of Registrant.

         3.2               Bylaws of Registrant

         3.3               Registrant's 1996 Incentive Stock Option Plan, as
                           amended.

         3.4*              Stock Option Agreement, as amended, for use with
                           Registrant's 1996 Incentive Stock Option Plan.

         5.*               Opinion of Davis & Kuelthau, s.c.

         23.1*             Consent of Davis & Kuelthau, s.c. (contained in
                           Exhibit 5)

         23.2*             Consent of McGladrey & Pullen, LLP

* Filed Herewith.

                                      II-8