UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                          ----------------------------

                                   FORM 10-QSB


(X)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

      For the quarterly period ended September 30, 1999

      OR

( )   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 1-14343


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                 (Name of Small Business Issuer in its Charter)


               Delaware                                        36-4238089
      (State or Other Jurisdiction of                    (I.R.S. Employer
       Incorporation or Organization)                    Identification Number)

8929 S. Harlem Avenue, Bridgeview, Illinois                     60455
(Address of Principal Executive Offices)                    (Zip Code)

Issuer's telephone number, including area code: (708) 598-9400

Check  whether  the Issuer  (1) has filed all  reports  required  to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 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


Transitional Small Business Disclosure Format.  Yes      No  (X)

Indicate the number of shares of each of the Issuer's classes of common stock as
of the latest practicable date:

                          Common Stock, par value $.01
                                (Title of Class)

                     As of November 12, 1999, the Issuer had
             363,975 shares of Common Stock issued and outstanding.




<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION


Part  I.  FINANCIAL INFORMATION
                                                                            PAGE

     Item 1.  Financial Statements
              Consolidated Statements of Financial Condition -
              September 30, 1999 (unaudited) and June 30, 1999.................1

              Consolidated Statements of Earnings - Three Months
              Ended September 30, 1999 and 1998 (unaudited)....................2

              Consolidated Statements of Changes in Stockholders' Equity -
              Three Months Ended September 30, 1999 (unaudited)................3

              Consolidated Statements of Cash Flows - Three Months
              Ended September 30, 1999 and 1998 (unaudited)....................4

              Notes to Consolidated Financial Statements.....................5-6

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................7-12


Part II.  OTHER INFORMATION...................................................13

     Index to Exhibits........................................................14




<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Part I - FINANCIAL INFORMATION

Consolidated Statements of Financial Condition

Assets                                 September 30,             June 30,
                                           1999                   1999
                                     ------------------------------------

                                      (Unaudited)
Cash and amounts due from
  depository institutions                 $  3,263,235         3,933,658
Interest-bearing deposits                   35,404,343        31,086,638
                                          ------------      ------------
Total cash and cash equivalents             38,667,578        35,020,296
Investment securities, held to
 maturity (fair value:
 September 30, 1999 - $19,933,594;
 June 30, 1999 - $19,933,594)               19,993,243        19,994,152
Investment securities available for
 sale, at fair value                         5,059,735         5,098,307
Mortgage-backed securities, held to
 maturity (fair value: September 30,
 1999 - $24,495,090; June 30, 1999
 - $15,938,491)                             24,546,680        15,881,826
Loans receivable (net of allowance
 for loan losses: September 30, 1999
 - $367,425; June 30, 1999
 - $365,863)                                48,754,605        48,914,195
Loans receivable, held for sale                368,700           435,150
Real estate owned, net                               0           276,372
Stock in Federal Home Loan Bank of
 Chicago                                       636,000           636,000
Office properties and equipment, net         2,563,742         2,594,050
Accrued interest receivable                    732,065           611,966
Prepaid expenses and other assets              716,900           730,969
                                          ------------      ------------
Total assets                              $142,039,248       130,193,283
                                          ============      ============

Liabilities and Stockholders' Equity

Liabilities:
Deposits                                  $131,785,246       120,224,584
Advance payments by borrowers for
taxes and insurance                            895,701           570,814
Other liabilities                              359,384           402,356
                                          ------------      ------------
Total liabilities                          133,040,331       121,197,754
                                          ------------      ------------

Stockholders' equity:
Preferred stock, $.01 par value:
 authorized 1,000,000 shares; none
 outstanding                                        --                --
Common stock, $.01 par value:
 authorized 5,000,000
 shares; issued and outstanding
 363,975 shares at September 30, 1999
 and June 30, 1999                               3,640             3,640
Additional paid-in capital                   3,271,315         3,271,315
Retained earnings - substantially
 restricted                                  5,706,486         5,685,591
Accumulated other comprehensive
 income, net of income taxes                    54,415            80,030
Common stock awarded by Bank
 Incentive Plan                                (36,939)          (45,047)
                                          ------------      ------------
Total stockholders' equity                   8,998,917         8,995,529
                                          ------------      ------------
Total liabilities and stockholders'
 equity                                   $142,039,248       130,193,283
                                          ============      ============

See accompanying notes to consolidated financial statements.

                                     -1-

<PAGE>

MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES


Consolidated Statements of Earnings


                                               Three Months Ended
                                                  September 30,
                                               1999           1998
                                        ---------------------------------

                                                   (Unaudited)
Interest income:
  Interest on loans                          $896,398        799,127
  Interest on mortgage-backed
   securities                                 285,810        343,604
  Interest on investment securities           345,559        309,208
  Interest on interest-bearing
   deposits                                   467,322        389,235
  Dividends on FHLB stock                      10,420          9,251
                                          -----------     ----------
Total interest income                       2,005,509      1,850,425
                                          -----------     ----------
Interest expense:
  Interest on deposits                      1,185,824      1,059,775
                                          -----------     ----------
Total interest expense                      1,185,824      1,059,775
                                          -----------     ----------
Net interest income                           819,685        790,650
                                          -----------     ----------
Non-interest income:
  Loan fees and service charges                49,352         97,412
  Commission income                            19,921         42,221
  Profit on sale of loans                      13,354         17,054
  Profit on sale of real estate
   owned                                          808         12,278
  Deposit related fees                        127,705        142,267
  Other income                                 19,810         34,882
                                          -----------     ----------
Total non-interest income                     230,950        346,114
                                          -----------     ----------
Non-interest expense:
  Staffing costs                              494,065        489,208
  Advertising                                  34,640         19,400
  Occupancy and equipment expenses            183,233        123,614
  Data processing                              40,134         63,634
  Federal deposit insurance premiums           16,265         15,326
  Other                                       209,694        209,571
                                          -----------     ----------
Total non-interest expense                    978,031        920,753
                                          -----------     ----------
Income before income taxes                     72,604        216,011
Income tax provision                           24,411         73,454
                                          -----------     ----------
Net income                                    $48,193        142,557
                                          ===========     ==========

Earnings per share (basic)                      $0.13           0.39
                                          ===========     ==========
Earnings per share (diluted)                    $0.13           0.39
                                          ===========     ==========
Dividends declared per common share            $0.075          0.075
                                          ===========     ==========


See accompanying notes to consolidated financial statements.


                                     -2-

<PAGE>

MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES


Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

<TABLE>
<CAPTION>

                                                             Accumulated   Common
                                      Additional                Other       stock
                              Common    Paid-in   Retained  Comprehensive  awarded
                               Stock    Capital   Earnings     Income      by BIP     Total
                              -------- ---------  --------- -------------  -------    -----
<S>                           <C>      <C>            <C>    <C>               <C>    <C>

Balance at June 30, 1999        $3,640 3,271,315  5,685,591        80,030   (45,047) 8,995,529
                              -------- ---------  ---------      --------   -------  ---------

Comprehensive Income:

  Net income                                        48,193                              48,193

  Other comprehensive
   income, net of tax:

  Unrealized holding loss
   during the period                                              (25,615)             (25,615)
                                                  ---------      --------            ---------
Total comprehensive income                           48,193       (25,615)              22,578

 Amortization of award of
  BIP stock                                                                   8,108      8,108

Dividends declared on
 common  stock   $0.075
 per share)                                         (27,298)                           (27,298)
                              -------- ---------  ---------      --------   -------  ---------
Balance at September 30, 1999   $3,640 3,271,315  5,706,486        54,415   (36,939) 8,998,917
                              ======== =========  =========      ========   =======  =========
</TABLE>


See accompanying notes to consolidated financial statements.




                                          -3-

<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)


                                                      Three Months Ended
                                                         September 30,
                                                      1999               1998
                                               ---------------------------------

Cash flows from operating activities:
Net income                                           $48,193            142,557
Adjustments to reconcile net income to
net cash from operating activities:
  Depreciation                                        75,814             39,461
  Amortization of premiums and discounts
   on securities                                      (3,799)             3,440
  Amortization of cost of stock benefit
   plan                                                8,108              8,109
  Profit on sale of real estate owned                   (808)           (12,278)
  Proceeds from sale of loans held for
   sale                                            1,195,200          1,833,675
  Origination of loans held for sale              (1,128,750)        (1,404,225)
  Profit on sale of loans                            (13,354)           (17,054)
  Increase in accrued interest receivable           (120,099)           (14,684)
  Decrease in accrued interest payable                  (832)            (1,858)
  Decrease in deferred income on loans                  (881)           (40,137)
  Decrease in other assets                            40,619              8,918
  Increase (decrease) in other
   liabilities                                       (42,140)            83,263
                                                 -----------         ----------
Net cash provided by operating activities             57,271            629,187
                                                 -----------         ----------
Cash flows from investing activities:
  Purchase of mortgage-backed
   securities, held to maturity                  (10,007,275)        (1,101,593)
  Proceeds from repayments of
   mortgage-backed securities,
   held to maturity                                1,344,215          1,610,184
  Purchase of investment securities,
   held to maturity                               (2,497,325)        (2,500,000)
  Proceeds from maturities of investment
   securities, held to maturity                    2,500,000          2,500,000
  Loan disbursements                              (2,089,868)        (6,686,783)
  Loan repayments                                  2,251,047          2,775,741
  Proceeds from sale of real estate owned            276,472             70,400
  Property and equipment expenditures                (45,506)           (50,332)
                                                 -----------         ----------
Net cash provided for investing
  activities                                      (8,268,240)        (3,382,383)
                                                 -----------         ----------
Cash flows from financing activities:
  Deposit account receipts                       110,823,035         97,231,646
  Deposit account withdrawals                   (100,388,793)       (95,318,756)
  Interest credited to deposit accounts            1,126,420          1,001,396
  Payment of dividends                               (27,298)           (27,298)
  Increase in advance payments by
   borrowers for taxes
   and insurance                                     324,887            279,838
                                                 -----------         ----------
Net cash provided for financing
 activities                                       11,858,251          3,166,826
                                                 -----------         ----------
Increase in cash and cash equivalents              3,647,282            413,630
Cash and cash equivalents at beginning
 of period                                        35,020,296         31,994,195
                                                 -----------         ----------
Cash and cash equivalents at end of
 period                                          $38,667,578         32,407,825
                                                 ===========         ==========
Cash paid during the period for:
 Interest                                         $1,186,656          1,061,633
 Income taxes                                              0                  0
                                                 ===========         ==========

See accompanying notes to consolidated financial statements.

                                     -4-

<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements

Note A - Basis of Presentation

The accompanying  unaudited consolidated financial statements have been prepared
in accordance  with  instructions  to Form 10-QSB and therefore,  do not include
information or footnotes necessary for fair presentation of financial condition,
results of  operations  and changes in  financial  position in  conformity  with
generally accepted accounting principles. However, in the opinion of management,
all adjustments  (which are normal and recurring in nature) necessary for a fair
presentation  have been included.  The  preparation  of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
The results of operations for the three months ended  September 30, 1999 are not
necessarily indicative of the results which may be expected for the entire year.

Note B - Principles of Consolidation

The  accompanying   unaudited  consolidated  financial  statements  include  the
accounts  of  Midland  Capital  Holdings  Corporation  (the  "Company")  and its
wholly-owned  subsidiary,  Midland  Federal  Savings and Loan  Association  (the
"Association") and the Association's wholly-owned subsidiaries,  Midland Service
Corporation,  MS Insurance Agency, Inc. and Bridgeview  Development Company. All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

Note C - Stock Conversion and Holding Company Reorganization

On June 30, 1993,  the  Association  completed a conversion to the stock form of
organization  with the sale of 345,000  shares of $.01 par value common stock at
$10.00 per share.  On March 19, 1998, the Board of Directors of the  Association
adopted a proposal to reorganize the Association  into a holding company form of
organization  in accordance with a Merger  Agreement and Plan of  Reorganization
(the  "Reorganization").  The  Reorganization  was approved by the Association's
shareholders on July 15, 1998 and became effective on July 23, 1998. As a result
of the  Reorganization,  the  Association  became a  wholly-owned  subsidiary of
Midland Capital Holdings Corporation,  a newly formed Delaware Corporation,  and
each outstanding  share of common stock of the Association  became, by operation
of law,  one share of common  stock of  Midland  Capital  Holdings  Corporation.
Midland  Capital  Holdings  Corporation  operates  as a unitary  thrift  holding
company.

Note D - Earnings Per Share

Earnings per share for the three month periods ended September 30, 1999 and 1998
were determined  by dividing net income for the period by the  weighted  average
number of shares of common stock  outstanding  (see Exhibit 11 attached).  Stock
options are regarded as common stock equivalents and are therefore considered in
diluted earnings per share  calculations.  Common stock equivalents are computed
using the treasury stock method.

Note E - Industry Segments

The Company  operates  principally in the thrift industry through its subsidiary
savings and loan.  As such,  substantially  all of the Company's  revenues,  net
income,  identifiable  assets and  capital  expenditures  are  related to thrift
operations.





                                     -5-

<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

Note F - Effect of New Accounting Standards

In June 1998, the FASB issued  Statement of Financial  Accounting  Standards No.
133 ("SFAS 133"),  entitled  "Accounting for Derivative  Instruments and Hedging
Activities",  which is effective for fiscal years beginning after June 15, 1999.
SFAS 133 requires all  derivatives  to be recorded on the balance  sheet at fair
value.  It also  establishes  "special  accounting" for hedges of changes in the
fair value of assets,  liabilities,  or firm  commitments  (fair value  hedges),
hedges of the variable cash flows of forecasted transactions (cash flow hedges),
and  hedges  of  foreign  currency  exposures  of  net  investments  in  foreign
operations.  To the extent the hedge is considered  highly  effective,  both the
change in the fair value of the  derivative  and the change in the fair value of
the hedged item are recognized (offset) in earnings in the same period.  Changes
in fair value of derivatives that do not meet the criteria of one of these three
hedge categories are included in income.

In September 1999, the FASB issued Statement of Financial  Accounting  Standards
No. 137 ("SFAS 137"), entitled "Accounting for Derivative Instruments in Hedging
Activities - Deferral of the Effective Date of FASB  Statements  no. 133".  SFAS
137 defers the effective  date of SFAS 133 from years  beginning  after June 15,
1999 to all fiscal  quarters of all fiscal years  beginning after June 15, 2000.
Management  does not  believe  that  adoption  of SFAS 133 will have a  material
impact  on  the  Company's   consolidated  financial  condition  or  results  of
operations.

The  foregoing  does not  constitute  a  comprehensive  summary of all  material
changes or development affecting the manner in which the Company keeps its books
and  records and  performs  its  financial  accounting  responsibilities.  It is
intended only as a summary of some of the recent pronouncements made by the FASB
which are of particular interest to financial institutions.



























                                     -6-

<PAGE>



MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

GENERAL

Midland Capital Holdings  Corporation (the "Company") is a Delaware  corporation
which was organized in 1998 by Midland Federal Savings and Loan Association (the
"Association"  or  "Midland  Federal")  for the  purpose  of  becoming  a thrift
institution  holding company.  The Company and the Association are headquartered
in  Bridgeview,  Illinois.  The  Association  began  operations  in  1914  as  a
state-chartered  mutual savings  institution.  In 1982, the Association became a
federal mutual savings and loan  association.  On June 30, 1993, the Association
completed a conversion to the stock form of  organization.  In that  conversion,
the Association  issued 345,000 shares of common stock,  raising net proceeds of
approximately  $3.1  million.  On  July  23,  1998,  the  Association  became  a
wholly-owned  subsidiary of the Company by reorganizing  the Association  into a
holding company form of organization.  Each outstanding share of common stock of
the Association became one share of common stock of the Company.

The principal asset of the Company is the outstanding  stock of the Association.
The Company presently has no separate  operations and its business consists only
of the business of the Association and its  subsidiaries.  All references to the
Company,  unless  otherwise  indicated,  at or before July 23, 1998 refer to the
Association.  Midland  Federal has been  principally  engaged in the business of
attracting deposits from the general public and using such deposits to originate
residential mortgage loans, and to a lesser extent,  consumer,  multi-family and
other  loans  in  its  primary  market  area.  The  Association  also  has  made
substantial investments in mortgage-backed securities, investment securities and
liquid assets. Midland Federal also operates a wholly owned subsidiary,  Midland
Service  Corporation  that owns and operates MS Insurance  Agency,  Inc., a full
service retail insurance agency.

The  Association's  primary market area consists of Southwest  Chicago,  and the
southwest  suburban  communities of Bridgeview,  Oak Lawn, Palos Hills,  Hickory
Hills, Justice,  Burbank,  Chicago Ridge, Lockport,  Orland Park and Lemont. The
Company  serves these  communities  through its main office in  Bridgeview,  two
branch banking offices in southwest Chicago and a third branch banking office in
Homer  Township,   Illinois.  The  Association's  deposits  are  insured  up  to
applicable  limits by the Federal Deposit  Insurance  Corporation  ("FDIC").  At
September  30, 1999,  Midland  Federal's  capital  ratios  exceeded  all  of its
regulatory  capital  requirements  with both tangible and core capital ratios of
6.18% and a risk-based capital ratio of 20.11%.

Forward Looking Statements

When used in this Form  10-QSB  and in future  filings by the  Company  with the
Securities and Exchange  Commission (the "SEC"), in the Company's press releases
or other public or shareholder communications,  and in oral statements made with
the approval of an  authorized  executive  officer,  the words or phrases  "will
likely  result",   "are  expected  to",  "will  continue",   "is   anticipated",
"estimate",   "project"  or  similar   expressions   are  intended  to  identify
"forward-looking  statements"  within  the  meaning  of the  Private  Securities
Litigation  Reform  Act of 1995.  Such  statements  are  subject  to  risks  and
uncertainties,  including  but not limited to changes in economic  conditions in
the  Company's  market  area,  changes  in  policies  by  regulatory   agencies,
fluctuations  in interest rates,  demand for loans in the Company's  market area
and  competition,  all or some of which  could  cause  actual  results to differ
materially  from  historical   earnings  and  those  presently   anticipated  or
projected.  The Company wishes to caution readers not to place undue reliance on
any such  forward-looking  statements,  which speak only as of the date made and
are subject to the above-stated qualifications in any event.





                                     -7-
<PAGE>

MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

The Company  wishes to advise readers that the factors listed above could affect
the Company's financial performance and could cause the Company's actual results
for  future  periods  to  differ  materially  from any  opinions  or  statements
expressed with respect to future periods in any current statements.

Impact of the Year 2000

The Company has  conducted a  comprehensive  review of its  computer  systems to
identify  applications that could be affected by the Year 2000 ("Y2K") issue and
has developed an  implementation  plan to address the issue. The Company is also
in contact with vendors and  providers  of critical  systems to determine  their
progress in bringing such systems into Year 2000 compliance.

In addition,  the Company converted its on-line customer account data processing
systems to a new national data service  provider.  At that time the Company also
installed new, Year 2000 compliant, computer hardware at each of its offices. In
October  1998,  the Company's  data center also replaced its existing  mainframe
computers with new, Year 2000 compliant, computer mainframes in order to prepare
for the Y2K century date change.  The Company's  data center has also  completed
necessary  renovations  to their system  software and has tested their  computer
hardware,  software  and data  communication  systems for Year 2000  compliance.
These  tests were  successfully  completed  and the  Company's  data  center has
certified that all of its data processing systems are Y2K ready.

The Company has completed the  renovation or  replacement  of all of its mission
critical  computer  systems.  In addition to the testing  performed  by its data
center,  discussed above, the Company has successfully completed its own testing
of all of its mission  critical  data  processing,  communication  and  computer
systems,  which testing has demonstrated that these systems are ready to operate
with accuracy  beyond the Year 2000.  These systems  include all of the computer
and information systems that maintain information about the Company's customers,
accounts,  balances and transactions.  The Company does not anticipate  problems
resulting from its tested systems.  In the event of a service  interruption  the
Company has formulated a contingency plan that will ensure minimal  interruption
of service to its  customers.  For some  systems,  contingency  plans consist of
using spreadsheet  software or reverting to manual systems until system problems
can be corrected.

Since the  commencement  of the Y2K  project  in  September  1998,  the  Company
incurred  approximately  $125,000  in  costs  associated  with  required  system
changes,  which costs were  expensed as they were  incurred.  As part of its Y2K
plan the Company  also made  additional  capital  expenditures  for computer and
related equipment in the approximate  amount of $225,000 which  expenditures are
being  amortized over the useful life of the equipment  purchased.  All of these
costs were required to convert the Company's  existing  on-line data  processing
systems  to  its  new  data  service  provider.  The  Company  does  not  expect
significant increases in future data processing costs related to Y2K compliance.

                                      -8-
<PAGE>

MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

FINANCIAL CONDITION

During the  quarter  ended  September  30,  1999,  total  assets of the  Company
increased by $11.8  million to $142.0  million  from $130.2  million at June 30,
1999. Net loans  receivable and loans  available for sale decreased  $226,000 to
$49.1 million at September 30, 1999 as loan  repayments of $2.2 million and loan
sales of $1.2 million more than offset loan  disbursements of $3.2 million.  The
balance of mortgage-backed securities increased by $8.7 million to $24.5 million
as a result of purchases of  mortgage-backed  securities  in the amount of $10.0
million,  which exceeded repayments of mortgage-backed  securities in the amount
of $1.3 million  during the quarter ended  September  30, 1999.  The increase in
mortgage-backed  securities  was primarily  funded by an increase in deposits in
the amount of $11.6 million to $131.8 million at September 30, 1999. The balance
of investment  securities remained relatively  unchanged at $25.1 million during
the quarter ended September 30, 1999. The weighted average remaining maturity of
the  Company's  investment  securities  portfolio at September  30, 1999 was 2.0
years.

The  balance of cash and cash  equivalents  increased  by $3.6  million to $38.7
million at September 30, 1999 as a result of an increase in deposit balances and
reduced loan demand  during the quarter  ended  September 30, 1999. As discussed
above, deposits for the quarter ended September 30, 1999 increased $11.6 million
as deposit  activity of $110.8 million and interest  credited to deposits in the
amount of $1.1 million exceeded withdrawal  activity of $100.4 million.  The net
increase  in savings  deposits  is  attributed  to a $10.6  million  increase in
certificate of deposit  accounts,  a $617,000  increase in transaction  deposits
including  money market accounts and a $310,000  increase in passbook  accounts.
The net  increase in savings  deposits is  primarily  attributed  to  aggressive
pricing and  promotion of  certificate  of deposit  rates at the  Company's  new
branch banking office in Homer Township, Illinois.

Stockholders' equity for the quarter ended September 30, 1999 remained stable at
$9.0  million as a result of  earnings  in the  amount of $48,000  and an $8,000
reduction in the  unamortized  cost of the  Association's  Bank  Incentive  Plan
offset by a $26,000 market adjustment from securities available for sale, net of
income taxes, and dividends paid on common stock in the amount of $27,000.

RESULTS OF OPERATIONS

The Company had net income of $48,000 for the quarter  ended  September 30, 1999
compared to net income of $143,000 for the quarter ended September 30, 1998. The
decline  in net  income in the  current  quarter  is the  result  of a  $115,000
decrease in non-interest  income and a $57,000 increase in non-interest  expense
offset by a $29,000  increase in net interest  income and a $49,000  decrease in
income  taxes.  For a  discussion  on the  decrease in  non-interest  income and
increase in non-interest  expense, respectively,  see "Non-Interest  Income" and
"Non-Interest  Expense."  The  $29,000  increase  in  net  interest  income  was
primarily the result of an increase in the average  balance of interest  earning
assets,  which offset  decreases in both net interest  margin and interest  rate
spread.  The average balance of interest  earning assets increased $18.4 million
to $131.3  million for the quarter ended  September 30, 1999 from $112.9 million
during the same period last year.  Net interest  margin and interest rate spread
decreased to 2.50% and 2.43%, respectively,  from 2.80% and 2.67%, respectively,
for the quarter  ended  September  30,  1999.  The decline in both net  interest
margin and interest  rate spread was  attributed  to lower  short-term  interest
rates,  a reduction  in yield in the  Company's  loan  portfolio  primarily as a
result of refinancing  activity at lower  mortgage  interest rates as well as an
increase of the  percentage of the Company's assets consisting of securities and
deposits.


                                      -9-

<PAGE>

MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Interest Income

Interest income increased $155,000, or 8.4%, for the quarter ended September 30,
1999 as compared to the same period last year.  An $18.4 million increase in the
average  balance of interest  earning  assets,  discussed  above,  was partially
offset by a decrease in the average yield earned on interest  earning  assets to
6.11% for the quarter ended September 30, 1999 compared to 6.56% for the quarter
ended September 30, 1998.

Interest on loans receivable  increased $97,000, or 12.2%, for the quarter ended
September 30, 1999 from the comparable quarter in 1998. The increase in interest
income was attributed to an increase in the average  outstanding  balance of net
loans  receivable to $49.4 million for the quarter ended September 30, 1999 from
$41.8  million for the quarter  ended  September  30, 1998.  The increase in the
average outstanding  balance of net loans receivable is primarily  attributed to
the positive impact of lower interest rates on aggregate loan demand between the
two  periods.  The  increase  in the  average  outstanding  balance of net loans
receivable  offset a decrease in the average yield earned on loans receivable to
7.26% for the quarter ended  September 30, 1999 from 7.64% for the quarter ended
September 30, 1998.

Interest on  mortgage-backed  securities  decreased  $58,000,  or 16.8%, for the
quarter  ended  September  30,  1999 from the  comparable  quarter in 1998.  The
decrease in interest income is attributed to a decline in the average balance of
mortgage-backed securities as well as a reduction in the average yield earned on
mortgage-backed  securities in the quarter ended  September 30, 1999 as compared
with the same period last year.  For the quarter ended  September 30, 1999,  the
average  balance of  mortgage-backed  securities  declined $2.6 million to $18.0
million from $20.6 million in the prior year quarter.  However, the Company made
a significant additional investment in mortgage-backed  securities just prior to
the end of the quarter.  The average yield earned on mortgage-backed  securities
also decreased to 6.34% for the quarter ended  September 30, 1999 from 6.67% for
the quarter ended September 30, 1998.

Interest earned on investment  securities  increased $36,000,  or 11.8%, for the
quarter ended  September 30, 1999 from the quarter ended September 30, 1998. The
increase in interest  income is  attributed  to a $3.8  million  increase in the
average balance of investment  securities to $25.0 million for the quarter ended
September  30, 1999 from $21.2  million  during the same  period last year.  The
increase in the average  balance of investment  securities  offsets a decline in
the average yield earned on investment securities to 5.53% for the quarter ended
September 30, 1999 from 5.83% for the quarter ended September 30, 1998.

Interest earned on interest bearing deposits  increased  $78,000,  or 20.1%, for
the quarter ended September 30, 1999 from the same quarter in 1998. The increase
in interest income on interest  bearing deposits is attributed to a $9.5 million
increase in the average  outstanding  balance of  interest  bearing  deposits to
$38.2 million for the quarter ended September 30, 1999 compared to $28.7 million
for the quarter ended September 30, 1998. The increase in the average balance of
interest  bearing  deposits  during the  quarter  ended  September  30,  1999 is
primarily the result of increased  deposit  balances,  as discussed  above,  and
reduced loan demand as a result of higher market interest rates. The increase in
the average  balance of interest  bearing  deposits  was  partially  offset by a
decrease in the average yield earned on interest  bearing  deposits to 4.88% for
the quarter ended  September 30, 1999 from 5.43% for the quarter ended September
30, 1998.

                                      -10-
<PAGE>


MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

Interest Expense

Interest expense increased  $126,000,  or 11.9%, for the quarter ended September
30, 1999 compared with the prior year quarter.  The increase in interest expense
is primarily attributable to an $18.1 million increase in the average balance of
interest  costing deposits to $119.6 million for the quarter ended September 30,
1999 from $101.5  million in the quarter ended  September 30, 1998. The increase
in the average balance of interest  costing  deposits is primarily the result of
aggressive pricing and promotion of certificates of deposit at the Association's
Homer Township  banking  facility,  which opened for business in April 1999. The
increase  in the average  balance of interest  costing  deposits  was  partially
offset by a decrease in the average yield paid on interest  costing  deposits to
3.96% for the quarter ended  September 30, 1999 from 4.18% for the quarter ended
September 30, 1998.

Provisions for Losses on Loans

The Company  maintains  an  allowance  for loan losses  based upon  management's
periodic evaluation of known and inherent risks in the loan portfolio, past loan
loss experience,  adverse situations that may affect borrowers' ability to repay
loans,  estimated  value of the  underlying  collateral and current and expected
market conditions.  The Company made no provisions for loan losses out of income
in either period based upon the absence of any specific asset quality  problems,
the current level of general loan loss reserves and  management's  assessment of
the inherent risks in the loan portfolio.  Non-performing loans, net of specific
reserves,  decreased to $383,000 at September 30, 1999 and consisted of $333,000
in four single family  residential  mortgage loans,  $37,000 in one multi-family
residential  mortgage loan and $13,000 in non-mortgage loans.  General loan loss
reserves totaled $189,000 or 49.21% of net non-performing loans at September 30,
1999. At September 30, 1999,  the Company was aware of no regulatory  directives
or suggestions  that the Association  make  additional  provisions for losses on
loans. Although the Company believes its allowance for loan losses is at a level
that it considers to be adequate to provide for potential  losses,  there can be
no assurance that such losses will not exceed the estimated amounts.

Non-Interest Income

Non-interest  income  decreased  $115,000  to  $231,000  for the  quarter  ended
September 30, 1999 from $346,000 for the quarter ended  September 30, 1998.  The
decrease in non-interest  income was due primarily to a $48,000 decrease in loan
fees and service  charges,  a combined  $23,000  decrease in rental  revenue and
profit  from real  estate  owned  operations  and sales,  a $22,000  decrease in
commission  income and a $15,000  decrease in deposit related fees. The decrease
in loan fees and service  charges is primarily  attributed to a decrease in loan
origination  activity from the prior year period as a result of higher long-term
interest  rates  as  compared  with the  prior  year  period.  The  decrease  in
commission  income is the result of a $24,000  reduction in  commissions  on the
sale of annuity products as higher long-term interest rates also dampened demand
for  annuity  products.  The  decrease  in  deposit  related  fees is  primarily
attributed to reduced overdraft activity within the Association's demand deposit
account base.

Non-Interest Expense

Non-interest  expense  increased  $57,000  to  $978,000  in  the  quarter  ended
September  30, 1999  compared to $921,000 in the 1998  quarter.  The increase in
non-interest expense in the current quarter is primarily the result of a $60,000
increase in office  occupancy  and  equipment  expenses,  a $15,000  increase in
advertising  expense and a $5,000 increase in staffing costs. Both the increases
in office  occupancy and advertising  expenses were the result of the operations
of the Company's new full service  branch  banking  facility in Homer  Township,
Illinois,   which  opened  for  business  in  April  1999.

                                      -11-

<PAGE>


MIDLAND CAPITAL HOLDINGS CORPORATION
AND SUBSIDIARIES

These  increases in  non-interest  expense were offset by a $23,000  decrease in
data processing  fees as a result of the elimination of a $27,000  de-conversion
fee incurred  during the quarter ended  September 30, 1998.  Other  non-interest
expense  remained  stable at $210,000 for the quarters ended  September 30, 1999
and 1998 as a $43,000  increase  in other  operating  expenses  was  offset by a
$20,000  decrease in legal  expense,  a $20,000  decrease  in real estate  owned
expenses and a $3,000 decrease in computer software and support expense.

Income Taxes

Income taxes  decreased  $49,000 to $24,000 in the quarter  ended  September 30,
1999 from $73,000 for same period last year. The decreased  income tax provision
was due  primarily  to the  decrease in  operating  income in the quarter  ended
September 30, 1999 as compared to the quarter ended September 30, 1998.

LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of funds are deposits,  loan and mortgage backed
securities repayments, proceeds from the maturities of investment securities and
other funds  provided by operations.  In addition,  the  Association  may borrow
funds from the Federal Home Loan Bank ("FHLB") of Chicago. The Company maintains
investments  in liquid  assets  based upon  management's  assessment  of (i) the
Company's  need for  funds,  (ii)  expected  deposit  flows,  (iii)  the  yields
available on short-term  liquid assets and (iv) the  objectives of the Company's
asset/liability  management  program.  The Office of Thrift Supervision  ("OTS")
requires members of the FHLB system to maintain minimum levels of liquid assets.
OTS regulations  currently  require the Association to maintain an average daily
balance of liquid  assets  equal to at least 4% of the sum of its average  daily
balance of net withdrawable  deposit accounts and borrowings payable in one year
or less. At September 30, 1999, the Association's regulatory liquidity ratio was
63.9%.  At such date,  the Company had  commitments to originate $1.3 million in
loans,  to sell  $369,000 in loans,  no  commitments  to  purchase  loans and no
commitments to either purchase or sell securities.

The  Company  uses  its  capital  resources  principally  to  meet  its  ongoing
commitments to fund maturing  certificate  of deposits and deposit  withdrawals,
fund existing and continuing loan  commitments,  maintain its liquidity and meet
operating  expenses.  The Company  considers its liquidity and capital  reserves
sufficient  to meet its  outstanding  short and  long-term  needs.  The  Company
expects  to be able to  fund or  refinance,  on a  timely  basis,  its  material
commitments and long-term liabilities.

At  September  30, 1999, the Association  had  tangible and core capital of $8.8
million, or 6.2% of adjusted total assets,  which was approximately $6.7 million
and $3.1 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At  September  30,  1999, the Association  had  total  capital  of $9.0  million
(including  $8.8  million in core  capital)  and  risk-weighted  assets of $44.6
million, or total capital of 20.1% of risk-weighted assets. This amount was $5.4
million above the 8.0% requirement in effect on that date.

                                      -12-


<PAGE>


             MIDLAND CAPITAL HOLDINGS CORPORATION AND SUBSIDIARIES

PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

From time to time, the  Association is a party to legal  proceedings  wherein it
enforces its security interest or is a defendant to certain lawsuits arising out
of the ordinary course of its business.  Neither the Company nor the Association
believes  that  it is a  party  to any  legal  proceedings  that,  if  adversely
determined,  would have a material adverse effect on its financial  condition at
this time.

Item 2.  CHANGES IN SECURITIES

Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not applicable.

Item 5.  OTHER INFORMATION

Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

     See Exhibit Index.

(b)  No reports on Form 8-K were filed the quarter ended September 30, 1999





                                      -13-
<PAGE>

                               INDEX TO EXHIBITS

EXHIBIT
NUMBER             DESCRIPTION

11                 Computation of Per Share Earnings

27                 Financial Data Table




















                                      -14-


<PAGE>
                                  SIGNATURES


Pursuant  to the  requirements  of  Section 13 or 15 (d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                    MIDLAND CAPITAL HOLDINGS CORPORATION
                                                Registrant



DATE:  November 12, 1999            By:  /s/ Paul Zogas
                                         --------------------------------
                                         Paul Zogas
                                          President, Chief Executive Officer
                                          and Chief Financial Officer



DATE:  November 12, 1999            By:  /s/ Charles Zogas
                                         --------------------------------
                                           Charles Zogas
                                           Executive Vice President and
                                           Chief Operating Officer