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|**Delaware**
	(State or Other Jurisdiction of

Incorporation or Organization) |  | **36-4238089**
	(I.R.S. Employer

Identification Number)
|----------------------------------------------------------------------------- |  | --------------------------------------------------------

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|             |                           | PAGE                                                                                                                                      
|------------ | ------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------
|**Part I.**  | **FINANCIAL INFORMATION** |                                                                                                                                           
|             | Item 1.                   | Financial Statements                                                                                                                      
|             |                           | Consolidated Statements of Financial Condition - March 31, 2001
(unaudited) and June 30, 2000                                             
|             |                           | Consolidated Statements of Earnings - Three months ended March 31, 2001
and 2000 and Nine months ended March 31, 2001 and 2000 (unaudited)
|             |                           | Consolidated Statements of Changes in Stockholders' Equity - Nine months
ended March 31, 2001 (unaudited)                                 
|             |                           | Consolidated Statements of Cash Flows - Nine months ended March 31,
2001 and 2000 (unaudited)                                             
|             |                           | Notes to Consolidated Financial Statements                                                                                                
|             | Item 2.                   | Management's Discussion and Analysis of Financial Condition and Results of
Operations                                                     
|             |                           |                                                                                                                                           
|**Part II.** | **OTHER INFORMATION**     | 12                                                                                                                                        
|             | Index to Exhibits         | 13                                                                                                                                        

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|                                                                                                                                 | March 31,2001 | June 30,2000
|-------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------------
|                                                                                                                                 | (Unaudited)   |             
|Assets                                                                                                                           |               |             
|Cash and amounts due from depository institutions                                                                                | $  3,514,690  | $  3,036,708
|Interest-bearing deposits                                                                                                        | 21,849,013    | 29,629,809  
|Total cash and cash equivalents                                                                                                  | 25,363,703    | 32,666,517  
|Investment securities, held to maturity (fair value:March 31, 2001 - $20,444,537;June 30, 2000 - $19,896,031)                    | 20,115,171    | 19,990,723  
|Investment securities available for sale, at fair value                                                                          | 15,268,288    | 5,042,710   
|Mortgage-backed securities, held to maturity (fair value:March 31, 2001 - $18,539,197;June 30, 2000 - $21,508,988)               | 18,238,736    | 21,854,112  
|Loans receivable (net of allowance for loan losses:March 31, 2001 - $378,626;June 30, 2000 - $368,885)                           | 59,225,020    | 53,030,170  
|Loans receivable held for sale                                                                                                   | 217,650       | -           
|Stock in Federal Home Loan Bank of Chicago                                                                                       | 757,300       | 728,500     
|Office properties and equipment, net                                                                                             | 2,422,119     | 2,580,061   
|Accrued interest receivable                                                                                                      | 846,401       | 650,954     
|Prepaid expenses and other assets                                                                                                | 529,581       | 681,743     
|Total assets                                                                                                                     | $142,983,969  | $137,225,490
|                                                                                                                                 |               |             
|Liabilities and Stockholders' Equity                                                                                             |               |             
|Liabilities:                                                                                                                     |               |             
|Deposits                                                                                                                         | $132,541,428  | 126,870,476 
|Advance payments by borrowers for taxes and insurance                                                                            | 450,244       | 693,302     
|Other liabilities                                                                                                                | 375,361       | 404,995     
|Total liabilities                                                                                                                | 133,367,033   | 127,968,773 
|                                                                                                                                 |               |             
|Stockholders' equity:                                                                                                            |               |             
|Preferred stock, $.01 par value:authorized 50,000 shares; none outstanding                                                       | -             | -           
|Common stock, $.01 par value: authorized 600,000shares; issued and outstanding 363,975 sharesat March 31, 2001 and June 30, 2000 | 3,640         | 3,640       
|Additional paid-in capital                                                                                                       | 3,283,307     | 3,274,654   
|Retained earnings - substantially restricted                                                                                     | 6,138,878     | 5,948,332   
|Accumulated other comprehensive income, net of income taxes                                                                      | 191,111       | 42,704      
|Common stock awarded by Bank Incentive Plan                                                                                      | -             | (12,613)    
|Total stockholders' equity                                                                                                       | 9,616,936     | 9,256,717   
|Total liabilities and stockholders' equity                                                                                       | $142,983,969  | $137,225,490

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|                                       | Three Months Ended
March 31, | Nine Months Ended
March 31,
|-------------------------------------- | ---------------------------- | ---------------------------
|                                       | 2001                         | 2000                       
|                                       | (Unaudited)                  | (Unaudited)                
|Interest income:                       |                              |                            
|Interest on loans                      | $1,082,263                   | $   931,169                
|Interest on mortgage-backed securities | 318,856                      | 374,697                    
|Interest on investment securities      | 446,529                      | 347,917                    
|Interest on interest-bearing deposits  | 373,964                      | 490,327                    
|Dividends on FHLB stock                | 13,071                       | 11,069                     
|Total interest income                  | 2,234,683                    | 2,155,179                  
|                                       |                              |                            
|Interest expense:                      |                              |                            
|Interest on deposits                   | 1,361,771                    | 1,259,805                  
|Total interest expense                 | 1,361,771                    | 1,259,805                  
|                                       |                              |                            
|Net interest income                    | 872,912                      | 895,374                    
|                                       |                              |                            
|Non-interest income:                   |                              |                            
|Loan fees and service charges          | 62,593                       | 34,017                     
|Commission income                      | 12,622                       | 15,406                     
|Profit on sale of loans                | 1,401                        | 5,893                      
|Profit on sale of REO                  | -                            | 1,108                      
|Deposit related fees                   | 123,877                      | 124,815                    
|Other income                           | 15,780                       | 19,160                     
|Total non-interest income              | 216,273                      | 200,399                    
|                                       |                              |                            
|Non-interest expense:                  |                              |                            
|Staffing costs                         | 544,988                      | 489,408                    
|Advertising                            | 12,651                       | 23,232                     
|Occupancy and equipment expenses       | 178,929                      | 180,640                    
|Data processing                        | 54,062                       | 49,422                     
|Federal deposit insurance premiums     | 6,333                        | 6,914                      
|Other                                  | 191,372                      | 200,342                    
|Total non-interest expense             | 988,335                      | 949,958                    
|                                       |                              |                            
|Income before income taxes             | 100,850                      | 145,815                    
|Income tax provision                   | 34,289                       | 49,200                     
|Net income                             | $     66,561                 | $     96,615               
|                                       |                              |                            
|Earnings per share (basic)             | $.18                         | $.27                       
|Earnings per share (diluted)           | $.18                         | $.26                       
|Dividends declared per common share    | $.075                        | $.075                      

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|                                                    | CommonStock | AdditionalPaid-InCapital | RetainedEarnings | AccumulatedOtherComprehensiveIncome | CommonStockAwardedby BIP | Total     
|--------------------------------------------------- | ----------- | ------------------------ | ---------------- | ----------------------------------- | ------------------------ | ----------
|                                                    |             |                          |                  |                                     |                          |           
|Balance at June 30, 2000                            | $3,640      | 3,274,654                | 5,948,332        | 42,704                              | (12,613)                 | 9,256,717 
|                                                    |             |                          |                  |                                     |                          |           
|Comprehensive Income:                               |             |                          |                  |                                     |                          |           
|Net Income                                          |             |                          | 272,441          |                                     |                          | 272,441   
|                                                    |             |                          |                  |                                     |                          |           
|Other comprehensiveincome, net of tax:              |             |                          |                  |                                     |                          |           
|Unrealized holding gainduring the period            |             |                          |                  | 148,407                             |                          | 148,407   
|Total comprehensive income                          |             |                          | 272,441          | 148,407                             |                          | 420,848   
|                                                    |             |                          |                  |                                     |                          |           
|Tax benefit related to
employee stock plan          |             | 8,653                    |                  |                                     |                          | 8,653     
|Amortization of award of
BIP stock                  |             |                          |                  |                                     | 12,613                   | 12,613    
|Dividends declared on
common stock ($.225 pershare) |             |                          | (81,895)         |                                     |                          | (81,895)  
|Balance at March 31, 2001                           | $3,640      | $3,283,307               | $6,138,878       | $191,111                            | $      -                 | $9,616,936

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|                                                                           | Nine Months Ended March 31,
|-------------------------------------------------------------------------- | ---------------------------
|                                                                           | 2001                       
|Cash flows from operating activities:                                      |                            
|Net income                                                                 | $272,441                   
|Adjustments to reconcile net income to net cash from operating
activities: |                            
|Depreciation                                                               | 235,061                    
|Amortization of premiums and discounts on securities                       | (61,818)                   
|Amortization of cost of stock benefit plan                                 | 12,613                     
|Federal Home Loan Bank stock dividend                                      | (28,800)                   
|Profit on sale of real estate owned                                        | (910)                      
|Proceeds from sale of loans held for sale                                  | 316,550                    
|Origination of loans held for sale                                         | (534,200)                  
|Profit on sale of loans                                                    | (4,349)                    
|Increase in accrued interest receivable                                    | (195,447)                  
|Increase in accrued interest payable                                       | 1,956                      
|Decrease in deferred income on loans                                       | (31,286)                   
|Decrease (increase) in other assets                                        | 80,059                     
|Decrease in other liabilities                                              | (22,937)                   
|Net cash provided by operating activities                                  | 38,933                     
|                                                                           |                            
|Cash flows from investing activities:                                      |                            
|Purchase of mortgage backed securities, held to maturity                   | -                          
|Proceeds from repayments of mortgage backed securities,held to maturity    | 3,645,064                  
|Purchase of investment securities, held to maturity                        | (7,593,037)                
|Proceeds from maturities of investment securities,held to maturity         | 7,500,000                  
|Purchase of investment securities, available for sale                      | (10,000,000)               
|Loan disbursements                                                         | (12,652,924)               
|Loan repayments                                                            | 7,497,324                  
|Purchase of loans receivable                                               | (1,007,054)                
|Proceeds from sale of real estate owned                                    | -                          
|Property and equipment expenditures                                        | (77,119)                   
|Net cash provided for investing activities                                 | (12,687,746)               
|                                                                           |                            
|Cash flows from financing activities:                                      |                            
|Deposit receipts                                                           | 303,762,491                
|Deposit withdrawals                                                        | (301,938,621)              
|Interest credited to deposit accounts                                      | 3,847,082                  
|Payment of dividends                                                       | (81,895)                   
|Decrease in advance payments by borrowers fortaxes and insurance           | (243,058)                  
|Net cash provided by financing activities                                  | 5,345,999                  
|                                                                           |                            
|(Decrease) increase in cash and cash equivalents                           | (7,302,814)                
|Cash and cash equivalents at beginning of period                           | 32,666,517                 
|Cash and cash equivalents at end of period                                 | $25,363,703                
|                                                                           |                            
|Cash paid during period for interest                                       | $4,032,541                 
|Cash paid during period for income taxes                                   | 140,554                    

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|ExhibitNumber | Description                      
|------------- | ---------------------------------
|11            | Computation of Earnings Per Share

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|                    |     | **MIDLAND CAPITAL HOLDINGS CORPORATION**Registrant                                    
|------------------- | --- | --------------------------------------------------------------------------------------
|                    |     |                                                                                       
|DATE:  May 15, 2001 | BY: | /s/ Paul Zogas
Paul ZogasPresident, Chief Executive Officerand Chief Financial Officer
|                    |     |                                                                                       
|DATE:  May 15, 2001 | BY: | /s/ Charles Zogas
Charles ZogasExecutive Vice President andChief Operating Officer    

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