U.S. Securities and Exchange Commission Washington, D.C. 20549
FORM 10-Q
[ x ]		Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended September 30, 2001
[    ]		Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from ________ to ________.
Commission File Number 0-23235
Success Bancshares, Inc. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization)				36-3497644 (I.R.S. Employer Identification No.)
100 Tri-State International, Suite 300 P.O. Box 1499, Lincolnshire IL (Address of Principal Executive Offices)				60069 (Zip Code)
(847) 279-9000 (Registrant's telephone number, including area code)
	Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
			Yes [ x ]		No [    ]
	Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
	Common stock:    2,442,874 shares, $0.001 par value, outstanding as of October 30, 2001.

Table of Contents
Part I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements
		Consolidated Balance Sheets		1
		Consolidated Statements of Income		2
		Consolidated Statements of Cash Flow		3
		Footnotes to Consolidated Financial Statements		4-6
	Item 2.	Mgmt's Discussion and Analysis of Financial Condition and Results of Operations.		7-14
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk.		15
Part II.	OTHER INFORMATION
	Item 1.	Legal Proceedings		16
	Items 2-5.	Not Applicable
	Item 6.	(a)	Exhibits.	16
		(b)	Reports on Form 8-K	16
	Form 10-Q Signature Page			17
	Exhibit Index			18

Success Bancshares, Inc. and Subsidiaries Consolidated Balance Sheets September 30, 2001 and December 31, 2000 (Unaudited)
	Sept. 30, 2001		Dec. 31. 2001
----------------------------------------------------------------------------------------------------------------------------------------------------
	(In thousands)
ASSETS
Cash and cash equivalents	$	22,019	$	63,114
Securities available-for-sale		37,895		35,366
Real estate loans held-for-sale		1,229		493
Loans, less allowance for loan losses of $5,228 at September 30, 2001
and $4,861 at December 31, 2000		493,526		480,711
Premises and equipment, net		8,703		9,438
Interest receivable		3,361		3,736
Other real estate owned		-		1,100
Other assets		5,969		7,363
----------------------------------------------------------------------------------------------------------------------------------------------------
Total Assets	$	572,702	$	601,321
========================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits
Non-interest bearing deposits	$	62,603	$	65,075
Interest bearing deposits		383,703		425,643
----------------------------------------------------------------------------------------------------------------------------------------------------
Total deposits		446,306		490,718
Note Payable		2,750		2,500
Federal funds purchased		15,000		-
Federal Home Loan Bank advances		53,780		53,987
Securities sold under repurchase agreements		-		1,717
Demand notes payable to U.S. Government		2,898		1,475
Trust preferred securities		15,000		15,000
Interest payable and other liabilities		5,447		6,546
----------------------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities		541,181		571,943
Shareholders equity
Preferred stock, $0.001 par value, 1,000,000 shares authorized, none issued		-		-
Common stock, $0.001 par value, 7,500,000 shares authorized,
At September 30, 2001: 3,074,326 shares issued and 2,442,874 shares outstanding
At December 31, 2000: 3,074,326 shares issued and 2,433,461 shares outstanding		3		3
Additional paid-in capital		25,450		25,399
Retained earnings		11,895		10,467
Treasury stock		(6,580)		(6,674)
Loans to Employee Stock Ownership Plan		-		(33)
Accumulated other comprehensive income		753		216
----------------------------------------------------------------------------------------------------------------------------------------------------
Total Shareholders' Equity		31,521		29,378
----------------------------------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Shareholders' Equity	$	572,702	$	601,321
========================================================================================
See accompanying notes to the Unaudited Consolidated Financial Statements

Success Bancshares, Inc. and Subsidiaries Consolidated Statements of Income Three and Nine Months Ended September 30, 2001 and 2000 (Unaudited)
	3 Months Ended					9 Months Ended
	Sept. 30,					Sept. 30,
	-----------------------------					----------------------------
	2001		2000			2001		2000
----------------------------------------------------------------------------------------------------						----------------------------
(In thousands, except per share data)					(In thousands, except per share data)
Interest income
Loans (including fee income)	$	9,073	$	10,265		$	28,934	$	29,022
Investment securities
Taxable		433		369			1,310		1,131
Exempt from federal income tax		114		132			346		399
----------------------------------------------------------------------------------------------------						----------------------------
Other interest income		39		42			638		44
----------------------------------------------------------------------------------------------------						----------------------------
		9,659		10,808			31,228		30,596
Interest expense
Deposits		3,861		5,183			14,038		13,925
Note payable		36		44			129		46
Federal Home Loan Bank advances		837		509			2,487		1,618
Other borrowings		35		91			73		465
Trust preferred securities		332		336			1,003		1,007
----------------------------------------------------------------------------------------------------						----------------------------
		5,101		6,163			17,730		17,061
----------------------------------------------------------------------------------------------------						----------------------------
Net interest income		4,558		4,645			13,498		13,535
Provision for loan losses		80		150			380		725
----------------------------------------------------------------------------------------------------						----------------------------
Net interest income after provision for loan losses		4,478		4,495			13,118		12,810
----------------------------------------------------------------------------------------------------						----------------------------
Other operating income
Service charges on deposit accounts		569		609			1,812		1,879
Gain (loss) on sale of loans		43		35			153		36
Gain on sale of fixed assets, net		-		-			-		53
Gain on sale of real estate owned		-		-			62		-
Net credit card processing income		(21)		2			(15)		7
Other non-interest income		82		135			278		304
----------------------------------------------------------------------------------------------------						----------------------------
		673		781			2,290		2,279
----------------------------------------------------------------------------------------------------						----------------------------
Other operating expense
Salaries and employee benefits		2,147		2,178			6,428		6,575
Occupancy and equipment expense		1,071		1,044			2,671		3,051
Data processing		230		190			649		617
Other non-interest expense		1,598		930			3,529		2,853
----------------------------------------------------------------------------------------------------						----------------------------
		5,046		4,342			13,277		13,096
----------------------------------------------------------------------------------------------------						----------------------------
Income before income taxes		105		934			2,131		1,993
Income tax expense (benefit)		49		289			701		559
-------------------------------------------------------------------------------------------------						----------------------------
Net income	$	56	$	645		$	1,430	$	1,434
===========================================================						=================
Basic earnings per share	$	0.02	$	0.26		$	0.59	$	0.56
Diluted earnings per share	$	0.02	$	0.26		$	0.57	$	0.56
See accompanying notes to the Unaudited Consolidated Financial Statements

Success Bancshares, Inc. and Subsidiaries Consolidated Statements of Cash Flow Nine Months Ended September 30, 2001 and 2000 (Unaudited)
	Nine Months Ended
	September 30, 2001
	-----------------------------------------
	2001		2000
-------------------------------------------------------------------------------------------------------------------------------------------
	(In thousands)
Net cash provided by operating activities	$	2,433	$	2,363
-------------------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Proceeds from maturities of available-for-sale securities		12,791		2,695
Purchases of available-for-sale securities		(14,449)		(138)
Net increase in loans		(13,390)		(44,428)
Proceeds from the sale of other real estate owned		1,365		-
Proceeds from sale of premises and equipment		-		482
Premises and equipment expenditures		(307)		(845)
-------------------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities		(13,990)		(42,234)
-------------------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
(Decrease) increase in non-interest bearing deposits		(2,472)		1,060
(Decrease) increase in interest bearing deposits		(41,940)		69,557
Increase (decrease) in demand notes payable to U.S. Government		1,423		(1,503)
Decrease in securities sold under agreements to repurchase		(1,717)		(2,747)
Net decrease in Federal Home Loan Bank advances		(207)		(16,892)
Increase in federal funds purchased		15,000		-
Increase in note payable		250		2,000
Purchase of common shares for treasury		-		(3,207)
Proceeds from issuance of treasury shares		92		112
Principal payment on ESOP loan		33		-
-------------------------------------------------------------------------------------------------------------------------------------------
Net cash (used in) provided by financing activities		(29,538)		48,380
-------------------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in cash and cash equivalents		(41,095)		8,509
Cash and cash equivalents at beginning of period		63,114		17,057
-------------------------------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of period	$	22,019	$	25,566
==================================================================================
See accompanying notes to the Unaudited Consolidated Financial Statements

Success Bancshares, Inc. and Subsidiaries
NOTE 1:	Basis of Presentation
	The financial information of Success Bancshares, Inc. and subsidiaries (the Company) included herein is unaudited; however, such information reflects all adjustments (consisting of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The interim financial statements should be read in conjunction with the Company's Annual Report, Form 10-K and Form 10-K/A for the period ended December 31, 2000. The results of the interim period ended September 30, 2001 are not necessarily indicative of the results expected for the year ending December 31, 2001.
NOTE 2:	Earnings Per Share
	Basic earnings per share (EPS) excludes dilution and is computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or resulted in the issuance of common stock that then shared in the earnings of the entity.
	The following tables summarize the computation of earnings per share for the periods indicated:

	For the Three Months Ended September 30,
	-----------------------------------------------------------------------
	2001				2000
	--------------------------------------				--------------------------------------
	Income (Num.)		Share (Den.)	Per-Shr. Amt.	Income (Num.)			Share (Den.)	Per-Shr. Amt.
	-----------------------------------------------------------------------
	(In thousands, except per share amounts)
Basic EPS
Income available to common shareholders	$	56	2,443	$0.02	$		645	2,436	$0.26
Effect of Dilutive Securities
Options		-	90				-	9
	--------------------				--------------------
Diluted EPS
Income available to common shareholders	$	56	2,533	$0.02	$		645	2,445	$0.26
	===========================================
	For the Nine Months Ended September 30,
	-----------------------------------------------------------------------
	2001				2000
	--------------------------------------				--------------------------------------
	Income (Num.)		Share (Den.)	Per-Shr. Amt.	Income (Num.)			Share (Den.)	Per-Shr. Amt.
	-----------------------------------------------------------------------
	(In thousands, except per share amounts)
Basic EPS
Income available to common shareholders	$	1,430	2,440	$0.59	$	1,434		2,549	$0.56
Effect of Dilutive Securities
Options		-	62				-	1
	--------------------				--------------------
Diluted EPS
Income available to common shareholders	$	1,430	2,502	$0.57	$	1,434		2,550	$0.56
	===========================================

NOTE 3:	Comprehensive Income
	For the three and nine month periods ended September 30, 2001, accumulated other comprehensive income increased $279 thousand and $537 thousand, respectively. For the comparable periods in 2000, accumulated other comprehensive income increased $177 thousand and $120 thousand, respectively.
NOTE 4:	Trust Preferred Securities
	On May 19, 1998, the Company issued $15 million of Trust Preferred Securities ("Securities") through Success Capital Trust I ("Trust"), a statutory business trust and wholly owned subsidiary of the Company. The Securities pay cumulative cash distributions quarterly at an annual rate of 8.95%. Proceeds from the sale of the Securities were invested by the Trust in 8.95% Junior Subordinated Deferrable Interest Debentures issued by the Company which represent all of the assets of the Trust. The Securities are subject to mandatory redemption, in whole or in part, upon repayment of the Junior Subordinated Debentures at the stated maturity or their earlier redemption, in each case at a redemption price equal to the aggregate liquidation preference of the Securities plus any accumulated and unpaid distributions thereon to the date of redemption. Prior redemption is permitted under certain circumstances such as changes in tax and investment company regulations. The Company fully and unconditionally guarantees the Securities through the combined operation of the debentures and other related documents. The Company's obligations under the guarantee are unsecured and subordinate to senior and subordinated indebtedness of the Company and the Bank.
NOTE 5:	Recent Accounting Developments
	In October 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". This Statement addresses the financial accounting and reporting for the impairment or disposal of long-lived assets and supersedes FASB Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", and the accounting and reporting provisions of APB Opinion No. 30, "Reporting the Results of Operations-Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions", for the disposal of a segment of a business (as previously defined in that Opinion). SFAS 144 also amends ARB No. 51, "Consolidated Financial Statements", to eliminate the exception to consolidation for a subsidiary for which control is likely to be temporary. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. Management does not anticipate that the adoption of this Statement will have a significant effect on the Company's financial statements.
	In August 2001, the FASB issued SFAS No. 143, "Asset Retirement Obligations". This Statement addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and (or) the normal operations of a long-lived asset, except for certain obligations of lessees. As used in this Statement, a legal obligation is an obligation that a party is required to settle as a result of an existing or enacted law, statute, ordinance, or written or oral contract or by legal construction of a contract under the doctrine of promissory estoppel. This Statement is effective for financial statements issued for fiscal years beginning after June 15, 2002. Management does not anticipate that the adoption of this Statement will have a significant effect on the Company's financial statements.
	In June 2001, the FASB issued SFAS No. 141, "Business Combinations" which established accounting and reporting standards requiring all business combinations initiated after June 30, 2001, to be accounted for using the purchase method. The Provisions of SFAS No. 141 apply to all business combinations initiated after June 30, 2001 and, in addition, to all business combinations accounted for using the purchase method for which the date of acquisition is July 1, 2001, or later.
	Also in June 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible Assets" which addresses how acquired intangible assets should be accounted for in financial statements upon their acquisition, and also how goodwill and other intangible assets should be accounted for after they have been initially recognized in the financial statements. SFAS No. 142 is effective for fiscal years beginning after December 15, 2001. This Statement is required to be applied at the beginning of an entity's fiscal year and applies to all goodwill and other intangible assets recognized in its financial statements at that date. Impairment losses for goodwill and indefinite-lived intangible assets that arise due to the initial application of this Statement (resulting from a transitional impairment test) are to be reported as resulting from a change in accounting principle.
	There are two exceptions to the date at which this Statement becomes effective:
o		Goodwill and intangible assets acquired after June 30, 2001, will be subject immediately to the nonamortization and amortization provisions of this Statement.
o		The provisions of this Statement will not be applicable to goodwill and other intangible assets arising from combinations between mutual enterprises or to not-for-profit organizations until the FASB completes its deliberations with respect to application of the purchase method by those entities.
	The Company has not quantified the impact of adopting these statements on its financial position or results of its operations.
	On January 2, 2001, the Company adopted SFAS No. 133, "Accounting for Derivative Financial Instruments and Hedging Activities" as amended by SFAS No. 137 and SFAS No. 138. SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The adoption of the standard did not have an impact on the financial statements of the Company.

ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
General
The Company's principal business is conducted by its wholly owned subsidiary, Success National Bank (the "Bank"), a full service community bank. The Bank is headquartered in Lincolnshire, Illinois located approximately 35 miles north of downtown Chicago, and, in addition to its headquarters, currently has seven branch offices. These banking facilities are located in Deerfield, Libertyville (2), Lincolnwood, Chicago/Lincoln Park, Lincolnshire and Northbrook.
On May 21, 2001, the Company announced the signing of a definitive merger agreement providing for the sale of the Company to BankFinancial Corporation ("BankFinancial") at a price of $19.00 per share. On October 24, 2001, at the Company's Annual Meeting of Stockholders, the Agreement and Plan of Reorganization by and among BankFinancial, Financial Federal MHC, Inc., BFIN Acquisition Corporation and the Company, dated as of May 21, 2001 pursuant to which the Company will be acquired by BankFinancial was voted upon and approved. The transaction has received the requisite regulatory approval and is expected to close on or about November 17, 2001.
Results of Operations
Net Income
Net income for the quarter ended September 30, 2001 was $56 thousand, a decrease of $589 thousand or 91.3% from net income of $645 thousand for the comparable quarter in 2000, primarily attributable to a $700 thousand merger-related charge recorded in the third quarter. On a per share basis, earnings decreased to $0.02 per diluted share for the third quarter of 2001 from $0.26 per diluted share for the comparable 2000 quarter. For the nine-month periods ended September 30, 2001 and 2000, net income was $1.4 million. Diluted earnings per share for the current nine-month period was $0.57, an increase of $0.01 per diluted share or 1.8% over the $0.56 per diluted share reported for the comparable period of 2000.
Net Interest Income
The Company's major source of earnings is net interest income. The related net interest margin represents the net interest income expressed as a percentage of average interest earning assets during the period. The following table sets forth information relating to the Company's consolidated average balance sheets, interest income and interest expense, and reflects the average yield on assets and cost of liabilities for the nine-month periods ended September 30, 2001 and 2000. The yields and costs include adjustments for accretion and amortization of deferred fees and costs.

		Nine Months Ended September 30,
		---------------------------------------------------------------------------------------------------
		2001					2000
		-------------------------------------------					-------------------------------------------
		Average Balance		Interest Income		Average Rate	Average Balance		Interest Income		Average Rate
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Assets		(Dollars in thousands)
Loans (1) (2)		$	492,714	$	29,082	7.87%	$	457,940	$	29,158	8.49%
Taxable investment securities			28,108		1,310	6.21%		24,264		1,139	6.26%
Investment securities exempt from
Federal income tax (1)			9,622		525	7.27%		10,846		604	7.43%
Interest bearing deposits with
financial institutions			1,556		50	4.28%		214		9	5.61%
Other interest earning assets			15,310		588	5.12%		545		27	6.61%
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Total interest earning assets		$	547,310	$	31,555	7.69%	$	493,809	$	30,937	8.35%
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Non-interest earning assets			28,261					28,691
Total assets		$	575,571				$	522,500
============================================================================================
Liabilities & Shareholders' Equity
Deposits:
NOW & money market accounts		$	233,981	$	6,648	3.79%	$	191,321	$	6,485	4.52%
Savings deposits			21,033		291	1.84%		22,188		313	1.88%
Time deposits			151,472		7,099	6.25%		156,476		7,127	6.07%
Note payable			2,522		129	6.82%		708		46	8.66%
Other borrowings			71,159		3,563	6.68%		61,021		3,090	6.75%
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Total interest bearing liabilities			480,167		17,730	4.92%		431,714		17,061	5.27%
Demand deposits - non-interest bearing			60,127					58,120
Other non-interest bearing liabilities			4,795					3,330
Shareholders' equity			30,482					29,336
-----------------------------------------------------------------------------------------------------------------------------------------------------------
Total liabilities & shareholders' equity		$	575,571				$	522,500
=========================================							=========
Net Interest Income				$	13,825				$	13,876
				=======					=======
Net Yield on Interest Earning Assets						3.37%					3.75%
						=======					=======
------------------------------------------------------------
(1)	Tax-exempt income reflected on a fully tax equivalent basis utilizing a 34% rate for all years presented.
(2)	Non-accrual loans are included in average loans.

Net interest income for the nine months ended September 30, 2001 was $13.5 million, essentially the same as the amount recorded for the comparable period in 2000. The Company's net interest margin on a tax equivalent basis for the nine months ended September 30, 2001 was 3.37% as compared to 3.75% for the nine months ended September 30, 2000. The Company's net interest margin for fiscal 2000 was 3.70%. The deterioration in the Company's net interest margin is largely due to the impact of decreasing interest rates. While the Company currently has a slightly negative cumulative one-year gap position, which would have a favorable impact on the Company's net interest margin in a falling interest rate environment, the Company's gap position in the four to six month range is positive, resulting in a short-term deterioration in net interest margin. To better manage the Company's interest rate sensitivity, management reduced the Company's one-year gap position from negative 18.0% at December 31, 1999 to negative 3.1% at September 30, 2001. This was primarily accomplished through the use of indexed loan and deposit products. Management anticipates that the market interest rate decreases experienced during 2001 will have a favorable impact on the Company's net interest margin during the fourth quarter of 2001.

The following table represents a reconciliation of the change in fully tax equivalent net interest income from the comparable period in 2000.

	(In thousands)
	----------------------
Fully tax equivalent net interest income for the nine months ended September 30, 2000	$	13,876
Change due to average earning assets fluctuations		1,190
Change due to interest rate fluctuations		(1,241)
----------------------------------------------------------------------------------------------------------------------------------------------------------
Fully tax equivalent net interest income for the nine months ended September 30, 2001	$	13,825
============================================================================================

Other Operating Income

For the nine-month period ended September 30, 2001 other operating income was $2.3 million, a slight increase over the comparable period in 2000. For the nine-month period ended September 30, 2001, service charges on deposit accounts amounted to $1.8 million, slightly less than the comparable period in 2000. The gain on sale of residential one-to-four family loans was $153 thousand for the nine-month period ended September 30, 2001, an increase of $117 thousand, or 325.0%, from the $36 thousand recorded for the same period in 2000. The gain is due primarily to increased loan volumes resulting primarily from decreasing long-term interest rates. Additionally, for the nine-month period ended September 30, 2001, other noninterest income amounted to $278 thousand, a decrease of $26 thousand, or 8.6%, from the $304 thousand recorded for the comparable period in 2001.

Other Operating Expenses

Other operating expenses were $5.0 million for the quarter ended September 30, 2001, an increase of $704 thousand, or 16.2%, as compared to $4.3 million for the comparable quarter in 2000. The increase in other noninterest expense during the current quarter is largely the result of establishing an accrued merger expense account of $700 thousand. Salary and employee benefits expense was $2.1 million for the current quarter in 2001, a slight decrease over the comparable quarter in 2000 reflecting reduced staffing levels related to the branch closings in 2000. Occupancy expense increased $27 thousand, or 2.6%, to $1.1 million for the quarter ended September 30, 2001 as compared to the same quarter in 2000. The increase in occupancy expense is primarily the result of recording a $238 thousand charge to adjust the Chicago Loop lease loss estimates originally recorded in 2000. The charge reflects those costs associated with finalizing the sublease of the former branch office space. For the three months ended September 30, 2001, other noninterest expense increased $668 thousand, or 71.8%, to $1.6 million from the comparable period in 2000, due to the merger related charge.

For the nine-month period ended September 30, 2001, other operating expenses increased $181 thousand, or 1.4%, to $13.3 million as compared to the same period in 2000. Salary and employee benefits were $6.4 million for the first nine months of 2001, a decrease of $147 thousand, or 2.2% versus the comparable period in 2000. Occupancy expense decreased $380 thousand, or 12.5%, to $2.7 million for the nine months ended September 30, 2001 as compared to the same period in 2000. Other noninterest expense increased $676 thousand to $3.5 million for the nine-month period ended September 30, 2001 as compared to $2.9 million for the same period in 2000.

Financial Condition

Loans

The loan portfolio is the largest category of the Company's interest earning assets. At September 30, 2001, total loans were $498.7 million, an increase of $13.2 million, or 2.7%, from total loans of $485.6 million at December 31, 2000. As the table below indicates, the growth in the loan portfolio is primarily attributable to growth in real estate mortgages, which increased $28.5 million, or 11.5%, to $276.4 million, compared to $247.8 million at December 31, 2000. Of the $276.4 million in real estate mortgages reported at September 30, 2001, approximately $204.3 million, or 73.9%, were classified as commercial real estate loans. At September 30, 2001 commercial loans totaled $110.9 million, a decrease of $12.5 million, or 10.1%, from $123.4 million at December 31, 2000. The decrease in commercial loan balances is primarily attributed to the unanticipated repayment of a number of outstanding loans.

The following table sets forth the composition of the loan portfolio at the dates indicated:

	September 30, 2001			December 31, 2000
	-----------------------------			--------------------------------
	Amount		Percent of Portfolio	Amount		Percent of Portfolio
	-----------------------------			--------------------------------
	(Dollars in thousands)
Commercial	$	110,916	22.24%	$	123,422		25.42%
Real estate - construction		36,427	7.30%		30,843		6.35%
Real estate - mortgage		276,355	55.42%		247,840		51.04%
Home equity		73,567	14.75%		80,498		16.58%
Installment		548	0.11%		2,603		0.54%
Credit cards		926	0.18%		350		0.07%
---------------------------------------------------------------------------------------------------------------------------------------------------------
Total gross loans		498,739	100.00%		485,556		100.00%
			========				========
Net deferred loan fees		101			171
Unaccreted discount resulting from loss on transfer of loans
from held-for-sale to portfolio		(86)			(155)
-----------------------------------------------------------------------------------------------------				-----------------
Loans net of unearned discount and net deferred loan fees		498,754			485,572
Allowance for loan losses		(5,228)			(4,861)
-----------------------------------------------------------------------------------------------------				-----------------
Net loans	$	493,526		$	480,711
============================================================				==========
Allowance to gross loans		1.05%			1.00%

Non-Performing Assets

The following table summarizes the balances of non-performing assets which includes (a) non-performing loans and (b) other real estate owned. Non-performing loans include: (1) loans accounted for on a non-accrual basis; (2) accruing loans contractually past due 90 days or more as to interest or principal payment; and (3) loans whose terms have been renegotiated to provide for a reduction or deferral of interest or principal because of a deterioration in the financial position of the borrower. The Company has a reporting and control system to monitor non-performing loans.

Loans with principal or interest payments contractually due but not yet paid are reviewed by senior management on a weekly basis and are placed on non-accrual status when scheduled payments remain unpaid for 90 days or more, unless the loan is both well-secured and in the process of collection. Interest income on non-accrual loans is recorded when actually received in contrast to the accrual basis, which records income over the period in which it is earned, regardless of when it is received.

	September 30, 2001		December 31, 2000
	----------------------------------------------------
	(Dollars in thousands)
Non-performing loans:
Non-accrual	$	10,273	$	1,948
90 days or more past due, still accruing		57		-
Restructured		-		-
----------------------------------------------------------------------------------------------------------------------------------
Total non-performing loans		10,330		1,948
Other real estate owned		-		1,100
----------------------------------------------------------------------------------------------------------------------------------
Total non-performing assets	$	10,330	$	3,048
=============================================================================
Non-performing loans to loans, net of unearned discount
and net deferred loan fees		2.07%		0.40%
=============================================================================
Non-performing loans to allowance for loan losses		197.59%		40.07%
=============================================================================

The net increase in non-accrual loans of $8.3 million from December 31, 2000 to September 30, 2001 resulted primarily from the classification of three additional loans with an aggregate balance of $8.9 million. In late January 2001, the Company placed a $4.6 million loan on non-accrual status subsequent to receiving notification from the borrower that a material contract supporting the debt service payments had been cancelled. Management reviewed different strategies available to the Company and entered into a forbearance agreement with the borrower which provided for the payment of interest beginning in April 2001 and the resumption of principal and interest payments in October 2001. In August, 2001 the debtor filed Chapter 11 bankruptcy and on October 8, 2001 filed a plan of reorganization. The Company is in the process of reviewing the payment structure included in the plan. The second loan, with a balance of $1.4 million, was placed on non-accrual status during the quarter ended March 31, 2001 after having been classified as a potential problem loan at December 31, 2000. The Company and the borrower have entered into a formal forbearance agreement which provides for monthly payments. All required payments have been received on a timely basis and have been applied against the outstanding principal balance. The third loan, with a balance of $3.0 million, was placed on non-accrual status during the third quarter of 2001. The Company has initiated foreclosure proceedings and is in the process of analyzing the collateral, two residential developments. In addition, during the third quarter other net non-accrual loan balances were reduced by $120 thousand.

Potential Problem Loans

In addition to those loans disclosed under "Non-performing Loans," there are certain loans in the portfolio which management has identified, through its problem loan identification system, which exhibit a higher than normal credit risk. Management's review of the total loan portfolio to identify loans where there is concern that the borrower will likely not be able to continue to satisfy present loan repayment terms includes considering factors such as the repayment history of individually significant loans, recent loss experience and current economic conditions. Loans in this category include those that have general risk characteristics that the loan officer believes might jeopardize the future timely collection of principal and interest payments, such as loans of borrowers that have had recent adverse operating cash flow or balance sheet trends. The principal amount of loans in this category as of September 30, 2001 and December 31, 2000 was approximately $6.2 million and $9.1 million, respectively. Of the eight loans classified as potential problem loans at December 31, 2000, one loan in the amount of $1.8 million was placed on non-accrual status, two loans in the aggregate amount of $804 thousand were repaid and the remaining loans with a combined current balance of $5.5 million are still considered potential problem loans. During the nine-month period ended September 30, 2001 three additional loans with an aggregate balance of $629 thousand were added by management to this category of loans. At September 30, 2001, there were no significant loans which were classified by any bank regulatory agency as either non-performing or potential problem loans that are not included above.

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which management considers adequate to provide for potential future losses in the Company's loan portfolio. The level of the allowance is based upon management's periodic and comprehensive evaluation of the loan portfolio. Management also considers reports of examination furnished by Federal banking authorities in this regard. The evaluations by management in assessing the adequacy of the allowance include consideration of past loan loss experience, changes in the composition of the loan portfolio, the volume and condition of loans outstanding and current market and economic conditions. Loans are charged to the allowance for loan losses when deemed uncollectible by management, unless sufficient collateral exists to repay the loan.

The following table summarizes transactions in the allowance for loan losses for the periods indicated:

	Nine Months Ended September 30,
	-----------------------------------------------
	2001		2000
	-----------------------------------------------
	(Dollars in thousands)
Balance at beginning of year	$	4,861	$	4,269
Provision for loan losses		380		725
Recoveries on loans previously charged-off		37		39
Loans charged-off		(50)		(395)
-------------------------------------------------------------------------------------------------------------------------------------------------
Balance at end of period		5,228		4,638
======================================================================================
Allowance as a % of total loans, net of unearned discount and net deferred loan fees		1.05%		0.98%
======================================================================================
Ratio of net charge-offs to average loans outstanding (annualized)		0.00%		0.10%
======================================================================================

Deposits

The following table sets forth deposits at the periods indicated:

	Sept. 30,		Percent of	Dec. 31,		Percent of
	2001		Deposits	2000		Deposits
	-------------------------------			-------------------------------
	(Dollars in thousands)
NOW and money market accounts	$	245,339	54.97%	$	226,086		46.07%
Savings		21,207	4.75%		20,927		4.26%
Time		117,157	26.25%		178,630		36.40%
Demand		62,603	14.03%		65,075		13.26%
--------------------------------------------------------------------------------------------------------------------------------------
Total	$	446,306	100.00%	$	490,718		100.00%
===============================================================================

Liquidity and Capital Resources

Shareholders' Equity and Capital Standards

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Company's growth and financial condition. The regulations require the Company and the Bank to meet specific capital adequacy guidelines that involve quantitative measures of assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting principles. The capital classifications are also subject to qualitative judgments by federal banking regulators about risk weightings and other factors.

Quantitative measures established by Federal regulations to ensure capital adequacy require the Company and the Bank to maintain minimum ratios (set forth in the table below) of Tier 1 capital (as defined in the regulations) to total average assets (as defined in the regulations). As of September 30, 2001, the Company's actual total capital to risk-weighted assets ratio was 11.06%. As of September 30, 2001, the ratio of the Bank's total capital to risk-weighted assets was 11.54% indicating that the Bank is considered "well capitalized."

The required ratios and the Company's and Bank's actual ratios as of September 30, 2001 are presented below:

										To Be Well
										Capitalized Under
					For Capital					Prompt Corrective
	Actual				Adequacy Purposes					Action Provisions
	----------------------------				---------------------------					----------------------------
	Amounts			Ratio	Amounts			Ratio		Amounts			Ratio
	----------------------------				---------------------------					----------------------------
	(Dollars in thousands)
Total Capital (to risk Weighted Assets):
Consolidated	$	51,153	11.06%			$	37,011		8.00%			Not Applicable
Bank		53,114	11.54%				36,814		8.00%		$	46,018		10.00%
Tier 1 Capital (to Risk Weighted Assets):
Consolidated	$	40,981	8.86%			$	18,506		4.00%			Not Applicable
Bank		47,690	10.36%				18,407		4.00%		$	27,611		6.00%
Tier 1 Capital (to Average Assets):
Consolidated	$	40,981	7.12%			$	23,023		4.00%			Not Applicable
Bank		47,690	8.30%				22,983		4.00%		$	28,729		5.00%

Operating, Investing and Financing Activities
Liquidity management at the Bank involves planning to meet anticipated funding needs at a reasonable cost. Liquidity management is guided by policies formulated and monitored by the Company's senior management and the Bank's asset/liability committee, which take into account the marketability of assets, the sources and stability of funding and the level of unfunded commitments. The Bank's principal sources of funds are deposits, short-term borrowings and capital contributions by the Company. Borrowings by the Bank from the Federal Reserve Bank of Chicago and Federal Home Loan Bank of Chicago provide additional available sources of liquidity. The Company's primary source of liquidity is a line of credit with a commercial bank secured by the common stock of the Bank.
The Bank's core deposits, the most stable source of liquidity for community banks due to the nature of long-term relationships generally established with depositors and the security of deposit insurance provided by the FDIC, are available to provide long-term liquidity. At September 30, 2001 and December 31, 2000, 32.60% and 30.49%, respectively, of the Company's total assets were funded by NOW accounts and demand deposits.
Liquid assets refer to the Company's money market assets such as cash and due from banks, federal funds sold and interest-bearing time deposits with financial institutions, as well as securities available for sale and securities held-to-maturity with a remaining maturity less than one year. Net liquid assets represent the sum of the liquid asset categories less the amount of assets pledged to secure public funds on deposit with the Bank. As of September 30, 2001 and December 31, 2000, net liquid assets totaled approximately $27.4 million and $68.7 million, respectively.
The Company's cash flows are composed of three classifications: cash flows from operating activities, cash flows from investing activities, and cash flows from financing activities. Net cash provided by operating activities consists primarily of earnings. Net cash used in investing activities, consisting primarily of loan and investment funding, was $14.0 million at September 30, 2001 as compared to cash used of $42.2 million for the same period in 2000. Net cash used in financing activities was $29.5 million at September 30, 2001 as compared to cash provided of $48.4 million at September 30, 2000.
Forward Looking Statements
Statements made about the Company's future economic performance, strategic plans or objectives, revenues or earnings projections, or other financial predictions and similar statements are not guarantees of future performance, but are forward looking statements. By their nature, these statements are subject to numerous uncertainties that could cause actual results to differ materially from those predicted in the statements. Important factors that might cause the Company's actual results to differ materially include, but are not limited to, the following:
o	Federal and state legislative and regulatory developments;
o	The impact of continued loan and deposit promotions on the Company's net interest margin;
o	Changes in management's estimate of the adequacy of the allowance for loan losses;
o	Increases in loan delinquencies and write-offs;
o	Interest rate movements and their impact on customer behavior and the Company's net interest margin;
o	The impact of interest rate sensitivity restructuring activities;
o	The impact of repricing and competitors' pricing initiatives on loan and deposit products;
o	The Company's ability to adapt successfully to technological changes to meet customers' needs and developments in the marketplace;
o	Any significant delays or difficulties in completing the pending sale of the Company to BankFinancial;
o	Changes in levels and direction of problem loans and writeoffs;
o	The Company's ability to access cost effective funding; and
o	Changes in financial markets and general economic conditions.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company's net income is dependent on its net interest income. Net interest income is susceptible to interest rate risk to the degree that interest bearing liabilities mature or reprice on a different basis than interest earning assets. When interest bearing liabilities mature or reprice more quickly than interest earning assets in a given period, a significant increase in market rates of interest could adversely affect net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest bearing liabilities, falling interest rates could result in a decrease in net income.
In order to evaluate its asset/liability sensitivity, management employs a measurement tool which determines exposure to changes in interest rates by measuring the percentage change in net interest income over a one-year time horizon due to changes in rates. Management measures such percentage change assuming an instantaneous permanent parallel shift in the yield curve of 100 and 200 basis points, both upward and downward. The model uses an option-based pricing approach to estimate the sensitivity of mortgage loans. The most significant embedded option in these types of assets is the prepayment option of the borrowers. The model uses various prepayment assumptions depending upon the type of mortgage instrument (residential mortgages, commercial mortgages, mortgage-backed securities, etc.). Prepayment rates for mortgage instruments ranged from 5 to 48 CPR (Constant Prepayment Rate) as of September 30, 2001 and December 31, 2000.
Utilizing this measurement concept, the interest rate risk of the Company, expressed as a percentage change in net interest income that would occur over a one-year time horizon due to certain assumed changes in interest rates, at September 30, 2001 and December 31, 2000, was as follows:

	Basis Point Change
	------------------------------------------------------------------------
	200	100	-100	-200
	--------------------------------		--------------------------------
At September 30, 2001	(8.6%)	(4.2%)	1.9%	1.3%
At December 31, 2000	(4.6%)	(2.3%)	0.8%	0.7%

The Company does not currently engage in trading activities or use derivative instruments to control interest rate risk. Although such activities may be permitted with the approval of the Board of Directors of the Bank, the Company does not intend to engage in such activities in the immediate future.

Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company's business activities.

PART II:	OTHER INFORMATION
Item 1:	Legal Proceedings
	The Company and the Bank are from time to time parties in various routine legal actions arising in the normal course of business.    Management believes that there is no proceeding threatened or pending against the Company or the Bank which, if determined adversely, would materially adversely affect the consolidated financial position or operations of the Company.
Item 6:	Exhibits and Reports on Form 8-K
	(a)  Exhibits
	Exhibits Number	Exhibit Title
	2.1	Agreement and Plan of reorganization between the Company and BankFinancial (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K/A filed with the Commission on June 8, 2001).
	2.2	Option Agreement between the Company and BankFinancial (incorporated by reference to Exhibit 2.2 of the Company's Form 8-K/A filed with the Commission on June 8, 2001).
	3.1	Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration Statement (No. 333-32561) filed with the Securities and Exchange Commission (the "Commission") on July 31, 1997).
	3.1.1	Certificate of Designations of Series B Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1.1 of the Company's Form 10-Q filed with the Commission on November 13, 1998).
	3.2	By-laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Form S-1 Registration Statement (No. 333-32561) filed with the Commission on July 31, 1997).
	3.2.1	Amendment No. 1 to By-laws (incorporated by reference to Exhibit 3.2.1 of the Company's Form 10-Q filed with the Commission on May 13, 1999).
	4.1	Form of Subordinated Indenture relating to the Junior Subordinated Debentures (incorporated by reference to Exhibit 4.1 of the Form S-1 Registration Statement of the Company and Success Capital Trust I ("Success Capital") (No. 333-51271 and No. 333-51271-01) filed with the Commission on April 28, 1998).
	4.2	Form of Junior Subordinated Debenture Certificate (included as an exhibit to Exhibit 4.1).
	4.3	Certificate of Trust of Success Capital (incorporated by reference to Exhibit 4.3 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
	4.4	Form of Amended and Restated Trust Agreement of Success Capital (incorporated by reference to Exhibit 4.4 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
	4.5	Form of Trust Preferred Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).
	4.6	Form of Common Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).
	4.7	Form of Guarantee Agreement of the Company relating to the Trust Preferred Securities (incorporated by reference to Exhibit 4.7 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
	4.8	Form of Rights Agreement, dated as of August 1, 1998, between the Company and Harris Trust and Savings Bank, which includes as Exhibit B thereto the Form of Right Certificate (incorporated by reference to Exhibit 1 of the Company's Form 8-A Registration Statement (File No.    001-14381) filed with the Commission on August 6, 1998).
	(b)  Reports on Form 8-K
		None.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
	Success Bancshares, Inc.
	---------------------------------------------------------------
	(Registrant)
November 9, 2001	/s/  Wilbur G. Meinen, Jr.
--------------------------------------------------	---------------------------------------------------------------
Date	Wilbur G. Meinen, Jr. Chairman, President & Chief Executive Officer
November 9, 2001	/s/  Kurt C. Felde
--------------------------------------------------	---------------------------------------------------------------
Date	Kurt C. Felde Executive Vice President, Chief Financial Officer

EXHIBIT INDEX
Exhibits Number	Exhibit Title
2.1	Agreement and Plan of reorganization between the Company and BankFinancial (incorporated by reference to Exhibit 2.1 of the Company's Form 8-K/A filed with the Commission on June 8, 2001).
2.2	Option Agreement between the Company and BankFinancial (incorporated by reference to Exhibit 2.2 of the Company's Form 8-K/A filed with the Commission on June 8, 2001).
3.1	Second Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of the Company's Form S-1 Registration Statement (No. 333-32561) filed with the Securities and Exchange Commission (the "Commission") on July 31, 1997).
3.1.1	Certificate of Designations of Series B Junior Participating Preferred Stock (incorporated by reference to Exhibit 3.1.1 of the Company's Form 10-Q filed with the Commission on November 13, 1998).
3.2	By-laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Form S-1 Registration Statement (No. 333-32561) filed with the Commission on July 31, 1997).
3.2.1	Amendment No. 1 to By-laws (incorporated by reference to Exhibit 3.2.1 of the Company's Form 10-Q filed with the Commission on May 13, 1999).
4.1	Form of Subordinated Indenture relating to the Junior Subordinated Debentures (incorporated by reference to Exhibit 4.1 of the Form S-1 Registration Statement of the Company and Success Capital Trust I ("Success Capital") (No. 333-51271 and No. 333-51271-01) filed with the Commission on April 28, 1998).
4.2	Form of Junior Subordinated Debenture Certificate (included as an exhibit to Exhibit 4.1).
4.3	Certificate of Trust of Success Capital (incorporated by reference to Exhibit 4.3 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
4.4	Form of Amended and Restated Trust Agreement of Success Capital (incorporated by reference to Exhibit 4.4 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
4.5	Form of Trust Preferred Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).
4.6	Form of Common Security Certificate of Success Capital (included as an exhibit to Exhibit 4.4).
4.7	Form of Guarantee Agreement of the Company relating to the Trust Preferred Securities (incorporated by reference to Exhibit 4.7 of the Form S-1 Registration Statement of the Company and Success Capital (No. 333-51271 and 333-51271-01) filed with the Commission on April 28, 1998).
4.8	Form of Rights Agreement, dated as of August 1, 1998, between the Company and Harris Trust and Savings Bank, which includes as Exhibit B thereto the Form of Right Certificate (incorporated by reference to Exhibit 1 of the Company's Form 8-A Registration Statement (File No.    001-14381) filed with the Commission on August 6, 1998).