<PAGE>   1

     As filed with the Securities and Exchange Commission on June 3, 1997.

                                                 Registration No. 333-__________

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

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

       WISCONSIN                                           39-1834823
(State of incorporation)                    (I.R.S. Employer Identification No.)


                RELIANCE BANCSHARES, INC. 1997 STOCK OPTION PLAN
              RELIANCE SAVINGS BANK RECOGNITION AND RETENTION PLAN
                           (Full title of the plans)

                             3140 SOUTH 27TH STREET
                           MILWAUKEE, WISCONSIN 53215
                    (Address of Principal Executive Offices)

                                 ALLAN T. BACH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           RELIANCE BANCSHARES, INC.
                             3140 SOUTH 27TH STREET
                           MILWAUKEE, WISCONSIN 53215
                                 (414) 671-2222
         (Telephone number, including area code, of agent for service)
                         ______________________________

                                    Copy to:

                            PATRICK J. MARGET, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3100
                           MILWAUKEE, WISCONSIN 53202
                                 (414) 271-6560
                        ________________________________


         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]
<PAGE>   2

                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>

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

           TITLE OF EACH               PROPOSED               PROPOSED
             CLASS OF                  AMOUNT                 MAXIMUM                 MAXIMUM             AMOUNT OF
          SECURITIES TO                 TO BE              OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
          BE REGISTERED             REGISTERED(1)            PER SHARE                 PRICE                 FEE
---------------------------------------------------------------------------------------------------------------------
         <S>                      <C>                        <C>                    <C>                      <C>

           Common Stock           358,728 shares(2)          $ 7.81(3)              $2,801,666               $849
         ($1.00 Par Value)
---------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Reliance Bancshares, Inc. 1997 Stock Option Plan (the
         "Stock Option Plan") and the Reliance Savings Bank Recognition and
         Retention Plan (the "Retention Plan").

(2)      Represents 256,234 shares reserved for issuance under the Stock Option
         Plan and 102,494 shares reserved for issuance under the Rentention
         Plan.

(3)      Based upon the $7.81 exercise price for options issued under the Stock
         Option Plan and the value of the shares awarded under the Retention
         Plan as of the grant date ($7.81) in accordance with Rule 457(h)(1).


                ________________________________________________



         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.





                                        Total number of pages:   7.
                                        Exhibit index on page:   7.
<PAGE>   3

PART I.         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     
     ITEMS 1 AND 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.

                The information required by Part I is included in documents
sent or given to participants in the Reliance Bancshares, Inc.  1997 Stock
Option Plan (the "Stock Option Plan") and the Reliance Savings Bank Recognition
and Retention Plan (the "Retention Plan") (collectively referred to as the
"Plans") pursuant to Rule 428(b)(1).  Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.


PART II.        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed by Reliance Bancshares, Inc.
(the "Registrant" or "Company") with the Commission are incorporated herein by
reference and made a part hereof:

                (a)       The Registrant's latest Annual Report on Form 10-KSB,
                          filed on September 27, 1996, which includes the
                          consolidated statements of operations, retained
                          earnings and cash flows for each of the three years
                          in the period ended June 30, 1996, and the
                          consolidated balance sheets at June 30, 1996 and
                          1995, together with related notes and report of
                          independent auditors (dated July 19, 1996).

                (b)       All other reports filed pursuant to Section 13 or
                          15(d) of the Securities Exchange Act of 1934, as
                          amended, since the end of the last fiscal year for
                          which financial statements were included in the
                          report referred to in (a) above.

                (c)       The description of the Registrant's common stock,
                          $1.00 par value per share, contained in the
                          Registrant's Prospectus, dated April 18, 1996, and
                          included in its Registration Statement on Form SB-2
                          (File No. 33-99706), which was declared effective by
                          the Commission on February 29, 1996, and Amendment
                          Nos. 1 and 2 to such Registration Statement on Form
                          SB-2, filed on January 23, 1996 and February 21,
                          1996, respectively.

                All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
       
     ITEM 4.     DESCRIPTION OF SECURITIES.

                 Not Applicable.


     ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.





                                      -1-
<PAGE>   4


    ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to 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 because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) to indemnify a
director or officer against liability incurred in a proceeding to which such a
person was a party because he or she was a director or officer of the
Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the 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(1) 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 or a resolution of the Board of
Directors or 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 to be 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.

                Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

                 Section 180.0833 of the WBCL provides that, with certain
exceptions, directors of the Registrant against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.  In addition, Articles VIII and IX of the Registrant's
Articles of Incorporation provide as follows:

                "Article VIII.  Indemnification."

                A.        Each person who was or is made a party or is
                          threatened to be made a party to or is otherwise
                          involved in any action, suit or proceeding, whether
                          civil, criminal, administrative or investigative
                          (hereinafter a "proceeding"), by reason of service as
                          a director or officer of the Corporation or is or was
                          serving or has agreed to serve at the request of the
                          Corporation as a director or officer of another
                          corporation, including, without limitation, any
                          subsidiary, partnership, joint venture, trust or
                          other enterprise, including service with respect to
                          an employee benefit plan (hereinafter an
                          "indemnitee"), whether the basis of such proceeding
                          is alleged action in their capacity as a director or
                          officer or in any other capacity while serving as
                          such, shall be indemnified and held harmless to the
                          fullest extent authorized by the WBCL, as the same
                          exists or may hereafter be amended (but, in the case
                          of any amendment, only to the extent the amendment
                          permits the Corporation to provide broader
                          indemnification rights than such law permitted prior
                          to amendment), against all expense, liability and
                          loss (including attorneys' fees, judgments, fines,
                          Employee Retirement Income Security Act of 1974





                                      -2-
<PAGE>   5

                           excise taxes or penalties and amounts paid in
                           settlement) reasonably incurred or suffered by the
                           indemnitee in connection therewith; provided,
                           however, that, except as provided in Section C of
                           this Article VIII with respect to proceedings to
                           enforce rights to indemnification, the Corporation
                           shall indemnify such indemnitee in connection with a
                           proceeding (or part thereof) initiated by the
                           indemnitee only if the proceeding (or part thereof)
                           was authorized by the Board pursuant to the WBCL on
                           written request by the indemnitee to the
                           Corporation.

                B.        The right to indemnification conferred in Section A
                          of this Article VIII shall include the right to be
                          paid by the Corporation the expenses incurred in
                          defending any such proceeding in advance of its final
                          disposition ("advancement of expenses"); provided,
                          that if the WBCL requires, an advancement of expenses
                          incurred by an indemnitee in his or her capacity as a
                          director or officer (and not in any other capacity in
                          which service was or is rendered by such indemnitee,
                          including, without limitation, service to an employee
                          benefit plan) shall be made only upon delivery to the
                          Corporation of an undertaking ("undertaking"), by or
                          on behalf of the indemnitee, to repay all amounts so
                          advanced if it is ultimately determined by final
                          judicial decision from which there is no further
                          right to appeal ("final adjudication") that the
                          indemnitee is not entitled to indemnification for
                          expenses under this Section B or otherwise, together
                          with a written affirmation by the indemnitee of his
                          or her good faith belief that he or she has not
                          breached or failed his or her duties to the
                          Corporation.  The rights to indemnification and to
                          the advancement of expenses conferred in Sections A
                          and B of this Article VIII shall be contract rights
                          and such rights shall continue as to an indemnitee
                          who has ceased to be a director or officer and shall
                          inure to the benefit of the indemnitee's heirs,
                          executors and administrators.

                C.        The rights to indemnifications and to advancement of
                          expenses conferred in this Article VIII shall not be
                          exclusive of any other right which any person may
                          have or hereafter acquire under any statute, these
                          Articles of Incorporation, By- laws, agreement, vote
                          of shareholders or directors, or otherwise.

                D.        The Corporation may maintain insurance, at its
                          expense, to protect itself and any director, officer,
                          employee or agent of the Corporation or another
                          corporation, partnership, joint venture, trust or
                          other enterprise against any expense, liability or
                          loss, regardless of whether the Corporation would
                          have the power to indemnify such person against such
                          expense, liability or loss under the WBCL.

                E.        The Corporation may, as authorized from time to time
                          by a majority vote of disinterested directors, grant
                          indemnification and advancement of expenses to any
                          employee or agent of the Corporation or any person
                          who is or was serving or has agreed to serve at the
                          request of the Corporation as an employee or agent of
                          another corporation, including, without limitation,
                          any subsidiary of the Corporation, partnership, joint
                          venture, trust or other enterprise, including service
                          with respect to an employee benefit plan, to the
                          fullest extent this Article VIII permits
                          indemnification and advancement of expenses for
                          directors and officers of the Corporation.





                                      -3-
<PAGE>   6

                "Article IX.  Limitation of Liability."

                A director of this Corporation shall not be personally liable
                to the Corporation or its shareholders, or any person
                asserting rights on behalf of the Corporation or its
                shareholders, for monetary damages for breach or failure to
                perform any duty resulting from his or her status unless the
                person asserting liability proves that the breach or failure
                to perform constitutes (i) a willful failure to deal fairly
                with the Corporation or its shareholders in a matter in which
                the director has a material conflict of interest; (ii) a
                violation of criminal law, unless the director had reasonable
                cause to believe his or her conduct was lawful; (iii) a
                transaction from which the director received an improper
                personal benefit; or (iv) willful misconduct.  If the WBCL is
                hereafter amended to authorize corporate action further
                eliminating or limiting the personal liability of directors,
                the liability of directors of the Corporation shall be
                eliminated or limited to the fullest extent permitted by such
                law as amended.
                
                Any repeal or modification of the foregoing paragraph by
                shareholders of the Corporation shall not adversely affect any
                right or protection of a director existing at the time of such
                repeal or modification.
                
                The directors and officers are included in the directors' and
officers' liability insurance policy applicable to Reliance Savings Bank, the
Company's wholly-owned state-chartered stock savings bank subsidiary (the
"Bank").  The Registrant has not obtained substitute or additional directors'
and officers' liability coverage for liability which may be incurred in their
capacity as such.  The Bank's insurance policy provides that, subject to the
applicable liability limits and retention amounts, the insurer will reimburse
directors and officers of the Bank for a "loss" (as defined in the policy)
sustained by a director or officer resulting from any claim made against them
for a "wrongful act" (as defined in the policy).  The policy also provides
that, subject to, the applicable liability limits and retention amounts, the
insurer will reimburse the Bank for a loss which the bank has lawfully
indemnified (or is required or permitted by law to indemnify) a director or
officer resulting from any such claim.  Subject to certain exclusions set forth
in the policy, "wrongful act" is defined to mean any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers in the discharge of their duties solely in
their capacities as such directors or officers, individually or collectively,
or any matter claimed against them solely by reason of their being directors or
officers of the Bank.


    ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
                
                Not Applicable.
                
                
    ITEM 8.     EXHIBITS.
                
                The Exhibits to this Registration Statement are listed in the
Exhibit Index on page 8 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.


    ITEM 9.     UNDERTAKINGS.
                
                The undersigned Registrant undertakes as follows:
                
                (1)       To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:
                
                



                                      -4-
<PAGE>   7

                       (i)        To include any Prospectus required by 
                                  Section 10(a)(3) of the Securities Act of 
                                  1933;
                                  
                      (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; and

                    (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 (1)(i) and (1)(ii)
                          do not apply if the Registration Statement is on Form
                          S-3, Form S-8 or Form F-3, and 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 Commission by the
                          Registrant pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934, that are
                          incorporated by reference in the 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.
                 
                (4)       That, for purposes of determining any liability under
                          the Securities Act of 1933, each filing of the
                          Registrant's annual report pursuant to Section 13(a)
                          or 15(d) of the Securities Exchange Act of 1934 (and,
                          where applicable, each filing of an employee benefit
                          plan's annual report pursuant to 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.
                 
                (5)       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 Act, 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 Act and will be governed
                          by the final adjudication of such issue.
                




                                      -5-
<PAGE>   8

                                   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 Amery, and the State of Wisconsin, on the 3rd
day of June, 1997.

                                    RELIANCE BANCSHARES, INC.



                             By:    /s/ Allan T. Bach
                                    -------------------------------------
                                    Allan T. Bach,
                                    President and Chief Executive Officer


                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allan T. Bach 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, to sign
any and all amendments (including pre-effective and post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.

         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/ Allan T. Bach            President, Chief Executive    
-------------------------    Officer and Director          
Allan T. Bach                (Principal Executive Officer)         June 3, 1997
                                                           
                         
/s/ Carol A. Barnharst       Vice President, Chief Financial
-------------------------    Officer, Secretary,Treasurer                 
Carol A. Barnharst           and Director (Principal Financial
                             Officer and Accounting Officer)       June 3, 1997
                         
/s/ O. William Held          Director                              June 3, 1997
------------------------
O. William Held          
                         
                         

------------------------     Director                              June 3, 1997
John T. Lynch


/s/ Marjorie A. Spicuzza     Director                              June 3, 1997
------------------------
Marjorie A. Spicuzza









                                     -6-
<PAGE>   9

                                EXHIBITS INDEX

REGULATION S-K                    DESCRIPTION
EXHIBIT NUMBER                    OF DOCUMENT
--------------                    -----------

 Exhibit 4.1       Reliance Savings Bank Recognition and Retention Plan

 Exhibit 4.2       Reliance Bancshares, Inc. 1997 Stock Option Plan

 Exhibit 5         Opinion of Michael Best & Friedrich

 Exhibit 23.1      Consent of Meier, Clancey, George & Co.

 Exhibit 23.2      Consent of Michael Best & Friedrich (included in Exhibit 5)

 Exhibit 24        Power of Attorney (included as part of signature page)





                                      -7-
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1

     As filed with the Securities and Exchange Commission on June 3, 1997.

                                                 Registration No. 333-__________

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

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

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            _______________________

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

       WISCONSIN                                           39-1834823
(State of incorporation)                    (I.R.S. Employer Identification No.)

                RELIANCE BANCSHARES, INC. 1997 STOCK OPTION PLAN
              RELIANCE SAVINGS BANK RECOGNITION AND RETENTION PLAN
                           (Full title of the plans)

                             3140 SOUTH 27TH STREET
                           MILWAUKEE, WISCONSIN 53215
                    (Address of Principal Executive Offices)

                                 ALLAN T. BACH
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                           RELIANCE BANCSHARES, INC.
                             3140 SOUTH 27TH STREET
                           MILWAUKEE, WISCONSIN 53215
                                 (414) 671-2222
         (Telephone number, including area code, of agent for service)
                         ______________________________

                                    Copy to:

                            PATRICK J. MARGET, ESQ.
                            MICHAEL BEST & FRIEDRICH
                           100 EAST WISCONSIN AVENUE
                                   SUITE 3100
                           MILWAUKEE, WISCONSIN 53202
                                 (414) 271-6560
                        ________________________________

         If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box.  [x]
2

                        CALCULATION OF REGISTRATION FEE
=====================================================================================================================

           TITLE OF EACH               PROPOSED               PROPOSED
             CLASS OF                  AMOUNT                 MAXIMUM                 MAXIMUM             AMOUNT OF
          SECURITIES TO                 TO BE              OFFERING PRICE       AGGREGATE OFFERING       REGISTRATION
          BE REGISTERED             REGISTERED(1)            PER SHARE                 PRICE                 FEE
---------------------------------------------------------------------------------------------------------------------
Common Stock           358,728 shares(2)          $ 7.81(3)              $2,801,666               $849
         ($1.00 Par Value)
---------------------------------------------------------------------------------------------------------------------
(1)      Together with an indeterminate number of additional shares which may
         be necessary to adjust the number of shares reserved for issuance
         pursuant to the Reliance Bancshares, Inc. 1997 Stock Option Plan (the
         "Stock Option Plan") and the Reliance Savings Bank Recognition and
         Retention Plan (the "Retention Plan").

(2)      Represents 256,234 shares reserved for issuance under the Stock Option
         Plan and 102,494 shares reserved for issuance under the Rentention
         Plan.

(3)      Based upon the $7.81 exercise price for options issued under the Stock
         Option Plan and the value of the shares awarded under the Retention
         Plan as of the grant date ($7.81) in accordance with Rule 457(h)(1).

                ________________________________________________

         This Registration Statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act of
1933, as amended, and 17 C.F.R. Section  230.462.

                                        Total number of pages:   7.
                                        Exhibit index on page:   7.
3

PART I.         INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     
     ITEMS 1 AND 2.  PLAN INFORMATION AND REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.

                The information required by Part I is included in documents
sent or given to participants in the Reliance Bancshares, Inc.  1997 Stock
Option Plan (the "Stock Option Plan") and the Reliance Savings Bank Recognition
and Retention Plan (the "Retention Plan") (collectively referred to as the
"Plans") pursuant to Rule 428(b)(1).  Such documents are not being filed with
the Securities and Exchange Commission (the "Commission") either as part of
this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.

PART II.        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     ITEM 3.    INCORPORATION OF DOCUMENTS BY REFERENCE.

                The following documents filed by Reliance Bancshares, Inc.
(the "Registrant" or "Company") with the Commission are incorporated herein by
reference and made a part hereof:

                (a)       The Registrant's latest Annual Report on Form 10-KSB,
                          filed on September 27, 1996, which includes the
                          consolidated statements of operations, retained
                          earnings and cash flows for each of the three years
                          in the period ended June 30, 1996, and the
                          consolidated balance sheets at June 30, 1996 and
                          1995, together with related notes and report of
                          independent auditors (dated July 19, 1996).

                (b)       All other reports filed pursuant to Section 13 or
                          15(d) of the Securities Exchange Act of 1934, as
                          amended, since the end of the last fiscal year for
                          which financial statements were included in the
                          report referred to in (a) above.

                (c)       The description of the Registrant's common stock,
                          $1.00 par value per share, contained in the
                          Registrant's Prospectus, dated April 18, 1996, and
                          included in its Registration Statement on Form SB-2
                          (File No. 33-99706), which was declared effective by
                          the Commission on February 29, 1996, and Amendment
                          Nos. 1 and 2 to such Registration Statement on Form
                          SB-2, filed on January 23, 1996 and February 21,
                          1996, respectively.

                All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such documents.
       
     ITEM 4.     DESCRIPTION OF SECURITIES.

                 Not Applicable.

     ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL.

                 Not Applicable.

                                      -1-
4

    ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                The Registrant is incorporated under the Wisconsin Business
Corporation Law ("WBCL").  Under Section 180.0851(1) of the WBCL, the
Registrant is required to 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 because he or she was a director or officer of the Registrant.  In all
other cases, the Registrant is required by Section 180.0851(2) to indemnify a
director or officer against liability incurred in a proceeding to which such a
person was a party because he or she was a director or officer of the
Registrant, unless it is determined that he or she breached or failed to
perform a duty owed to the Registrant and the 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(1) 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 or a resolution of the Board of
Directors or 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 to be 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.

                Section 180.0828 of the WBCL provides that, with certain
exceptions, a director is not liable to a corporation, its shareholders, or any
person asserting rights on behalf of the corporation or its shareholders, for
damages, settlements, fees, fines, penalties or other monetary liabilities
arising from a breach of, or failure to perform, any duty resulting solely from
his or her status as a director, unless the person asserting liability proves
that the breach or failure to perform constitutes any of the four exceptions to
mandatory indemnification under Section 180.0851(2) referred to above.

                 Section 180.0833 of the WBCL provides that, with certain
exceptions, directors of the Registrant against whom claims are asserted with
respect to the declaration of improper dividends or distributions to
shareholders or certain other improper acts which they approved are entitled to
contribution from other directors who approved such actions and from
shareholders who knowingly accepted an improper dividend or distribution, as
provided therein.  In addition, Articles VIII and IX of the Registrant's
Articles of Incorporation provide as follows:

                "Article VIII.  Indemnification."

                A.        Each person who was or is made a party or is
                          threatened to be made a party to or is otherwise
                          involved in any action, suit or proceeding, whether
                          civil, criminal, administrative or investigative
                          (hereinafter a "proceeding"), by reason of service as
                          a director or officer of the Corporation or is or was
                          serving or has agreed to serve at the request of the
                          Corporation as a director or officer of another
                          corporation, including, without limitation, any
                          subsidiary, partnership, joint venture, trust or
                          other enterprise, including service with respect to
                          an employee benefit plan (hereinafter an
                          "indemnitee"), whether the basis of such proceeding
                          is alleged action in their capacity as a director or
                          officer or in any other capacity while serving as
                          such, shall be indemnified and held harmless to the
                          fullest extent authorized by the WBCL, as the same
                          exists or may hereafter be amended (but, in the case
                          of any amendment, only to the extent the amendment
                          permits the Corporation to provide broader
                          indemnification rights than such law permitted prior
                          to amendment), against all expense, liability and
                          loss (including attorneys' fees, judgments, fines,
                          Employee Retirement Income Security Act of 1974

                                      -2-
5

                           excise taxes or penalties and amounts paid in
                           settlement) reasonably incurred or suffered by the
                           indemnitee in connection therewith; provided,
                           however, that, except as provided in Section C of
                           this Article VIII with respect to proceedings to
                           enforce rights to indemnification, the Corporation
                           shall indemnify such indemnitee in connection with a
                           proceeding (or part thereof) initiated by the
                           indemnitee only if the proceeding (or part thereof)
                           was authorized by the Board pursuant to the WBCL on
                           written request by the indemnitee to the
                           Corporation.

                B.        The right to indemnification conferred in Section A
                          of this Article VIII shall include the right to be
                          paid by the Corporation the expenses incurred in
                          defending any such proceeding in advance of its final
                          disposition ("advancement of expenses"); provided,
                          that if the WBCL requires, an advancement of expenses
                          incurred by an indemnitee in his or her capacity as a
                          director or officer (and not in any other capacity in
                          which service was or is rendered by such indemnitee,
                          including, without limitation, service to an employee
                          benefit plan) shall be made only upon delivery to the
                          Corporation of an undertaking ("undertaking"), by or
                          on behalf of the indemnitee, to repay all amounts so
                          advanced if it is ultimately determined by final
                          judicial decision from which there is no further
                          right to appeal ("final adjudication") that the
                          indemnitee is not entitled to indemnification for
                          expenses under this Section B or otherwise, together
                          with a written affirmation by the indemnitee of his
                          or her good faith belief that he or she has not
                          breached or failed his or her duties to the
                          Corporation.  The rights to indemnification and to
                          the advancement of expenses conferred in Sections A
                          and B of this Article VIII shall be contract rights
                          and such rights shall continue as to an indemnitee
                          who has ceased to be a director or officer and shall
                          inure to the benefit of the indemnitee's heirs,
                          executors and administrators.

                C.        The rights to indemnifications and to advancement of
                          expenses conferred in this Article VIII shall not be
                          exclusive of any other right which any person may
                          have or hereafter acquire under any statute, these
                          Articles of Incorporation, By- laws, agreement, vote
                          of shareholders or directors, or otherwise.

                D.        The Corporation may maintain insurance, at its
                          expense, to protect itself and any director, officer,
                          employee or agent of the Corporation or another
                          corporation, partnership, joint venture, trust or
                          other enterprise against any expense, liability or
                          loss, regardless of whether the Corporation would
                          have the power to indemnify such person against such
                          expense, liability or loss under the WBCL.

                E.        The Corporation may, as authorized from time to time
                          by a majority vote of disinterested directors, grant
                          indemnification and advancement of expenses to any
                          employee or agent of the Corporation or any person
                          who is or was serving or has agreed to serve at the
                          request of the Corporation as an employee or agent of
                          another corporation, including, without limitation,
                          any subsidiary of the Corporation, partnership, joint
                          venture, trust or other enterprise, including service
                          with respect to an employee benefit plan, to the
                          fullest extent this Article VIII permits
                          indemnification and advancement of expenses for
                          directors and officers of the Corporation.

                                      -3-
6

                "Article IX.  Limitation of Liability."

                A director of this Corporation shall not be personally liable
                to the Corporation or its shareholders, or any person
                asserting rights on behalf of the Corporation or its
                shareholders, for monetary damages for breach or failure to
                perform any duty resulting from his or her status unless the
                person asserting liability proves that the breach or failure
                to perform constitutes (i) a willful failure to deal fairly
                with the Corporation or its shareholders in a matter in which
                the director has a material conflict of interest; (ii) a
                violation of criminal law, unless the director had reasonable
                cause to believe his or her conduct was lawful; (iii) a
                transaction from which the director received an improper
                personal benefit; or (iv) willful misconduct.  If the WBCL is
                hereafter amended to authorize corporate action further
                eliminating or limiting the personal liability of directors,
                the liability of directors of the Corporation shall be
                eliminated or limited to the fullest extent permitted by such
                law as amended.
                
                Any repeal or modification of the foregoing paragraph by
                shareholders of the Corporation shall not adversely affect any
                right or protection of a director existing at the time of such
                repeal or modification.
                
                The directors and officers are included in the directors' and
officers' liability insurance policy applicable to Reliance Savings Bank, the
Company's wholly-owned state-chartered stock savings bank subsidiary (the
"Bank").  The Registrant has not obtained substitute or additional directors'
and officers' liability coverage for liability which may be incurred in their
capacity as such.  The Bank's insurance policy provides that, subject to the
applicable liability limits and retention amounts, the insurer will reimburse
directors and officers of the Bank for a "loss" (as defined in the policy)
sustained by a director or officer resulting from any claim made against them
for a "wrongful act" (as defined in the policy).  The policy also provides
that, subject to, the applicable liability limits and retention amounts, the
insurer will reimburse the Bank for a loss which the bank has lawfully
indemnified (or is required or permitted by law to indemnify) a director or
officer resulting from any such claim.  Subject to certain exclusions set forth
in the policy, "wrongful act" is defined to mean any actual or alleged error,
misstatement, misleading statement, act or omission, or neglect or breach of
duty by the directors or officers in the discharge of their duties solely in
their capacities as such directors or officers, individually or collectively,
or any matter claimed against them solely by reason of their being directors or
officers of the Bank.

    ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.
                
                Not Applicable.
                
                
    ITEM 8.     EXHIBITS.
                
                The Exhibits to this Registration Statement are listed in the
Exhibit Index on page 8 of this Registration Statement, which Exhibit Index is
incorporated herein by reference.

    ITEM 9.     UNDERTAKINGS.
                
                The undersigned Registrant undertakes as follows:
                
                (1)       To file, during any period in which offers or sales
                          are being made, a post-effective amendment to this
                          Registration Statement:
                
                

                                      -4-
7

                       (i)        To include any Prospectus required by 
                                  Section 10(a)(3) of the Securities Act of 
                                  1933;
                                  
                      (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; and

                    (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 (1)(i) and (1)(ii)
                          do not apply if the Registration Statement is on Form
                          S-3, Form S-8 or Form F-3, and 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 Commission by the
                          Registrant pursuant to Section 13 or 15(d) of the
                          Securities Exchange Act of 1934, that are
                          incorporated by reference in the 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.
                 
                (4)       That, for purposes of determining any liability under
                          the Securities Act of 1933, each filing of the
                          Registrant's annual report pursuant to Section 13(a)
                          or 15(d) of the Securities Exchange Act of 1934 (and,
                          where applicable, each filing of an employee benefit
                          plan's annual report pursuant to 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.
                 
                (5)       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 Act, 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 Act and will be governed
                          by the final adjudication of such issue.
                

                                      -5-
8

                                   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 Amery, and the State of Wisconsin, on the 3rd
day of June, 1997.

                                    RELIANCE BANCSHARES, INC.

                             By:    /s/ Allan T. Bach
                                    -------------------------------------
                                    Allan T. Bach,
                                    President and Chief Executive Officer

                               POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Allan T. Bach 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, to sign
any and all amendments (including pre-effective and post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing necessary and
requisite to be done, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof.

         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/ Allan T. Bach            President, Chief Executive    
-------------------------    Officer and Director          
Allan T. Bach                (Principal Executive Officer)         June 3, 1997
                                                           
                         
/s/ Carol A. Barnharst       Vice President, Chief Financial
-------------------------    Officer, Secretary,Treasurer                 
Carol A. Barnharst           and Director (Principal Financial
                             Officer and Accounting Officer)       June 3, 1997
                         
/s/ O. William Held          Director                              June 3, 1997
------------------------
O. William Held          
                         
                         

------------------------     Director                              June 3, 1997
John T. Lynch

/s/ Marjorie A. Spicuzza     Director                              June 3, 1997
------------------------
Marjorie A. Spicuzza

                                     -6-
9

                                EXHIBITS INDEX

REGULATION S-K                    DESCRIPTION
EXHIBIT NUMBER                    OF DOCUMENT
--------------                    -----------

 Exhibit 4.1       Reliance Savings Bank Recognition and Retention Plan

 Exhibit 4.2       Reliance Bancshares, Inc. 1997 Stock Option Plan

 Exhibit 5         Opinion of Michael Best & Friedrich

 Exhibit 23.1      Consent of Meier, Clancey, George & Co.

 Exhibit 23.2      Consent of Michael Best & Friedrich (included in Exhibit 5)

 Exhibit 24        Power of Attorney (included as part of signature page)

                                      -7-