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 March 31, 2002

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 May 15, 2002, 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 -
              March 31, 2002 (unaudited) and June 30, 2001................... 1

              Consolidated Statements of Earnings -
              Three months ended March 31, 2002 and 2001 and
              Nine months ended March 31, 2002 and 2001 (unaudited).......... 2

              Consolidated Statements of Changes in Stockholders' Equity -
              Nine months ended March 31, 2002 (unaudited)................... 3

              Consolidated Statements of Cash Flows - Nine months
              ended March 31, 2002 and 2001 (unaudited)...................... 4

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations...........................7-15


Part II.  OTHER INFORMATION................................................. 16

     Index to Exhibits...................................................... 17


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Part I -- FINANCIAL INFORMATION

Consolidated Statements of Financial Condition


<TABLE>
<CAPTION>
Assets                                                                      March 31,          June 30,
------                                                                        2002               2001
                                                                              ----               ----
                                                                                    (Unaudited)

<S>                                                                       <C>                <C>
         Cash and amounts due from depository institutions                $  3,961,293         4,280,021
         Interest-bearing deposits                                          27,962,911        16,438,650
                                                                          ------------       -----------
         Total cash and cash equivalents                                    31,924,204        20,718,671
         Investment securities, held to maturity (fair value:
           March 31, 2002 - $12,812,546;
           June 30, 2001 - $20,422,438)                                     12,612,600        20,111,916
         Investment securities available for sale, at fair value             6,150,187        11,225,912
         Mortgage-backed securities, held to maturity (fair value:
           March 31, 2002 - $12,361,689;
           June 30, 2001 - $17,595,308)                                     12,150,907        17,310,326
         Loans receivable (net of allowance for loan losses:
           March 31, 2002 - $337,435;
           June 30, 2001 - $359,445)                                        82,627,527        68,034,401
         Loans receivable held for sale                                        519,400           451,700
         Stock in Federal Home Loan Bank of Chicago                            806,200           782,700
         Office properties and equipment, net                                2,868,287         2,366,325
         Accrued interest receivable                                           696,170           905,134
         Prepaid expenses and other assets                                     736,636           588,553
                                                                          ------------       -----------
         Total assets                                                     $151,092,118       142,495,638
                                                                          ============       ===========


         Liabilities and Stockholders' Equity

         Liabilities:
         Deposits                                                         $139,777,779       131,503,665
         Advance payments by borrowers for taxes and insurance                 618,394           868,756
         Other liabilities                                                     596,680           461,344
                                                                          ------------       -----------
         Total liabilities                                                 140,992,853       132,833,765
                                                                          ------------       -----------

         Stockholders' equity:
         Preferred stock, $.01 par value:
           authorized 50,000 shares; none outstanding                               --                --
         Common stock, $.01 par value: authorized 600,000
           shares; issued and outstanding 363,975 shares
           at March 31, 2002 and June 30, 2001                                   3,640             3,640
         Additional paid-in capital                                          3,276,855         3,276,855
         Retained earnings - substantially restricted                        6,705,104         6,218,393
         Accumulated other comprehensive income, net of income taxes           113,666           162,985
                                                                          ------------       -----------
         Total stockholders' equity                                         10,099,265         9,661,873
                                                                          ------------       -----------
         Total liabilities and stockholders' equity                       $151,092,118       142,495,638
                                                                          ============       ===========

</TABLE>


See accompanying notes to consolidated financial statements.


                                       -1-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>

Consolidated Statements of Earnings

                                                          Three Months Ended                Nine Months Ended
                                                                March 31,                       March 31,
                                                         2002             2001            2002             2001
                                                         ----             ----            ----             ----
                                                               (Unaudited)                     (Unaudited)

         <S>                                           <C>              <C>             <C>             <C>
         Interest income:
           Interest on loans                           $1,384,452       1,082,263       3,994,392       3,156,134
           Interest on mortgage-backed securities         202,775         318,856         709,794         998,879
           Interest on investment securities              355,183         446,529       1,246,321       1,193,628
           Interest on interest-bearing deposits           92,265         373,964         313,463       1,402,623
           Dividends on FHLB stock                          9,940          13,071          33,541          41,963
                                                       ----------          ------         -------         -------
         Total interest income                          2,044,615       2,234,683       6,297,511       6,793,227
                                                       ----------          ------         -------         -------

         Interest expense:
           Interest on deposits                           857,576       1,361,771       3,047,037       4,034,497
                                                       ----------          ------         -------         -------
         Total interest expense                           857,576       1,361,771       3,047,037       4,034,497
                                                       ----------          ------         -------         -------

         Net interest income                            1,187,039         872,912       3,250,474       2,758,730
                                                       ----------          ------         -------         -------

         Non-interest income:
           Loan fees and service charges                  124,629          62,593         349,551         139,861
           Commission income                               13,070          12,622          51,383          51,278
           Profit on sale of loans                          7,035           1,401          33,062           4,349
           Profit on sale of REO                                0               0               0             910
           Deposit related fees                           123,596         123,877         380,559         370,425
           Other income                                    17,394          15,780          47,076          52,567
                                                       ----------          ------         -------         -------
         Total non-interest income                        285,724         216,273         861,631         619,390
                                                       ----------          ------         -------         -------

         Non-interest expense:
           Staffing costs                                 624,220         544,988       1,798,821       1,565,132
           Advertising                                     12,524          12,651          43,882          68,968
           Occupancy and equipment expenses               204,934         178,929         559,083         539,979
           Data processing                                 56,227          54,062         159,182         143,833
           Federal deposit insurance premiums               6,092           6,333          18,288          19,404
           Other                                          205,031         191,372         607,907         628,410
                                                       ----------          ------         -------         -------
         Total non-interest expense                     1,109,028         988,335       3,187,163       2,965,726
                                                       ----------          ------         -------         -------

         Income before income taxes                       363,735         100,850         924,942         412,394
         Income tax provision                             123,670          34,289         314,480         139,953
                                                       ----------          ------         -------         -------
         Net income                                    $  240,065          66,561         610,462         272,441
                                                       ==========          ======         =======         =======

         Earnings per share (basic)                    $      .66             .18            1.68             .75
                                                       ==========          ======         =======         =======
         Earnings per share (diluted)                  $      .65             .18            1.66             .74
                                                       ==========          ======         =======         =======
         Dividends declared per common share           $      .12            .075             .34            .225
                                                       ==========          ======         =======         =======

</TABLE>


See accompanying notes to consolidated financial statements.


                                       -2-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>

Consolidated Statements of Changes in Stockholders' Equity (Unaudited)

                                                                                       Accumulated
                                                       Additional                         Other
                                         Common         Paid-In         Retained      Comprehensive
                                       Stock            Capital         Earnings          Income          Total
                                       -----            -------         --------          ------          -----

<S>                                  <C>               <C>              <C>               <C>           <C>
 Balance at June 30, 2001            $    3,640        3,276,855        6,218,393         162,985       9,661,873
                                     ----------        ---------       ---------          -------      ----------

 Comprehensive Income:

   Net Income                                                            610,462                          610,462

   Other comprehensive
     income, net of tax:

   Unrealized holding loss
     during the period                                                                    (49,319)        (49,319)
                                                                       ---------          -------      ----------
 Total comprehensive income                                              610,462          (49,319)        561,143
   Dividends declared on common
     stock ($0.34 per share)                                            (123,751)                        (123,751)
                                     ----------        ---------       ---------          -------      ----------
 Balance at March 31, 2002           $    3,640        3,276,855       6,705,104          113,666      10,099,265
                                     ==========        =========       =========          =======      ==========


</TABLE>

See accompanying notes to consolidated financial statements.


                                       -3-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>
Consolidated Statements of Cash Flows (Unaudited)                        Nine Months Ended
                                                                             March 31,
                                                                        2002           2001
                                                                        ----           ----
<S>                                                             <C>                       <C>
Cash flows from operating activities:
Net income                                                      $     610,462             272,441
Adjustments to reconcile net income to net cash from
 operating activities:
  Depreciation                                                        243,894             235,061
  Amortization of premiums and discounts on securities                (22,139)            (61,818)
  Amortization of cost of stock benefit plan                               --              12,613
  Federal Home Loan Bank stock dividend                               (23,500)            (28,800)
  Profit on sale of real estate owned                                      --                (910)
  Proceeds from sale of loans held for sale                         2,373,650             316,550
  Origination of loans held for sale                               (2,441,350)           (534,200)
  Profit on sale of loans                                             (33,063)             (4,349)
  Decrease (increase) in accrued interest receivable                  208,964            (195,447)
 (Decrease) increase in accrued interest payable                       (8,674)              1,956
  Decrease in deferred income on loans                               (125,335)            (31,286)
 (Increase) decrease in other assets                                  (89,613)             80,059
  Increase (decrease) in other liabilities                            144,010             (22,937)
                                                                -------------          ----------
Net cash provided by operating activities                             837,306              38,933
                                                                -------------          ----------

Cash flows from investing activities:
  Proceeds from repayments of mortgage backed securities,
    held to maturity                                                5,180,404           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           7,500,000
  Proceeds from early redemption of investment securities,
    available for sale                                             10,000,000                  --
  Purchase of investment securities, available for sale            (4,998,531)        (10,000,000)
  Loan disbursements                                              (32,320,346)        (12,652,924)
  Loan repayments                                                  17,852,555           7,497,324
  Purchase of loans receivable                                             --          (1,007,054)
  Property and equipment expenditures                                (745,856)            (77,119)
                                                                -------------          ----------
Net cash provided by (for) investing activities                     2,468,226         (12,687,746)
                                                                -------------          ----------

Cash flows from financing activities:
  Deposit receipts                                                314,937,776         303,762,491
  Deposit withdrawals                                            (309,566,421)       (301,938,621)
  Interest credited to deposit accounts                             2,902,759           3,847,082
  Payment of dividends                                               (123,751)            (81,895)
  Decrease in advance payments by borrowers
    for taxes and insurance                                          (250,362)           (243,058)
                                                                -------------          ----------
Net cash provided by financing activities                           7,900,001           5,345,999
                                                                -------------          ----------

Increase (decrease) in cash and cash equivalents                   11,205,533          (7,302,814)
Cash and cash equivalents at beginning of period                   20,718,671          32,666,517
                                                                -------------          ----------
Cash and cash equivalents at end of period                      $  31,924,204          25,363,703
                                                                =============          ==========

Cash paid during the period for interest                        $   3,055,710           4,032,541
Cash paid during the period for income taxes                          117,000             140,554

</TABLE>

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  a  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 and nine months ended
March  31,  2002  are not  necessarily  indicative  of the  results  that 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  balances 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 and nine month periods ended March 31, 2002 and
2001 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 Pronouncements
In June 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
141 "Business Combinations" (SFAS No. 141) and Statement of Financial Accounting
Standards No. 142 "Goodwill and Other  Intangible  Assets" (SFAS No. 142).  SFAS
No. 141 requires that all business combinations initiated after June 30, 2001 be
accounted for under the purchase  method and  addresses the initial  recognition
and  measurement  of goodwill and other  intangible  assets  subsequent to their
acquisition.  SFAS No. 142 provides  that  intangible  assets with finite useful
lives be amortized and that goodwill and intangible assets with indefinite lives
will  not be  amortized,  but will  rather  be  tested  at  least  annually  for
impairment.  SFAS  No.  142 is  effective  January  1,  2002 for  calendar  year
companies,  however,  any acquired  goodwill or  intangible  assets  recorded in
transactions  closed subsequent to June 30, 2001 will be subject  immediately to
the  non-amortization  and amortization  provisions of SFAS No. 142. The Company
does not  believe  that  these  statements  will have a  material  impact on its
financial position or results of operations.

In June 2001,  the FASB issued  SFAS No. 143  "Accounting  for Asset  Retirement
Obligations".  SFAS No. 143 addresses the financial accounting and reporting for
obligations  related to the  retirement  of tangible  long-lived  assets and the
related  asset  retirement  costs.  SFAS  No.  143 is  effective  for  financial
statements  issued for fiscal years beginning  after June 15, 2002.  Adoption of
this  statement  is not  expected  to have a  material  effect on the  Company's
consolidated financial statements.

In August 2001, the FASB issued SFAS No. 144  "Accounting for the Impairment and
Disposal of Long-Term Assets".  SFAS No. 143 supercedes SFAS No. 121 "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of" as well as the accounting and reporting of the Accounting  Principles  Board
(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.  This statement  eliminates the
allocation  of goodwill to  long-lived  assets to be tested for  impairment  and
details both a  probability-weighted  and  "primary-asset"  approach to estimate
cash flows in testing for  impairment  for  long-lived  assets.  SFAS No. 144 is
effective  for  financial  statement  issued for fiscal  years  beginning  after
December 15, 2001.  As such,  the Company will adopt the  provisions of SFAS No.
144 on July 1, 2002.  The Company  does not expect  these  provisions  to have a
material impact on its consolidated financial statements.

The  foregoing  does not  constitute  a  comprehensive  summary of all  material
changes or  developments  affecting  the manner in which the  Company  keeps its
books and records and performs its financial accounting responsibilities.  It is
intended only as a 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

FORWARD-LOOKING STATEMENTS
When used in this Form  10-QSB  and in future  filings by the  Company  with the
Securities  and Exchange  Commission,  in the Company's  press releases or other
public  or  shareholder  communications,  or in oral  statements  made  with the
approval of an authorized  executive  officer,  the words or phrases "would be",
"will  allow",  "intends to",  "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,  real estate values 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 advises
readers  that  various  factors,   including   regional  and  national  economic
conditions,  substantial  changes in levels of market interest rates, credit and
other risks of lending and investment  activities and competitive and regulatory
factors,  could affect the Company's  financial  performance and could cause the
Company's  actual  results for future  periods to differ  materially  from those
anticipated or projected.

The Company does not undertake,  and specifically  disclaims any obligation,  to
update any  forward-looking  statements to reflect  occurrences or unanticipated
events or circumstances after the date of such statements.

GENERAL
Midland Capital Holdings  Corporation (the "Company") is a Delaware  corporation
that 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, Homer Glen, 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 Glen, Illinois.


                                       -7-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

General (continued)
The  Association's  deposits are insured up to applicable  limits by the Federal
Deposit Insurance  Corporation  ("FDIC").  At March 31, 2002,  Midland Federal's
capital ratios  exceeded all of its regulatory  capital  requirements  with both
tangible and core  capital  ratios of 6.11% and a  risk-based  capital  ratio of
12.37%.

FINANCIAL CONDITION
At March 31,  2002,  total  assets of the Company  increased  by $8.6 million to
$151.1 million from $142.5 million at June 30, 2001. Loans receivable, including
loans held for sale, increased $14.7 million to $83.1 million at March 31, 2002.
The Company  originated $34.8 million of primarily fixed rate residential  loans
during the nine months  ended March 31, 2002  compared to loan  originations  of
$13.2  million  during  the  comparable  prior  year  period.  The  higher  loan
origination  volume  in the  current  nine  month  period  was due in part to an
increase in mortgage  refinancing activity as a result of an acceleration of the
declining interest rate environment that began in January 2001.  Offsetting loan
originations  in the current  nine month  period were loan  repayments  of $17.9
million as well as loan sales of $2.4  million.  There were no new  purchases of
mortgage-backed  securities during the nine months ended March 31, 2002 and as a
result, the balance of mortgage-backed  securities  decreased by $5.1 million to
$12.2 million at March 31, 2002 due to repayments  and  amortization.  The $14.7
million increase in net loans receivable, discussed above, was funded in part by
the $5.1 million decrease in  mortgage-backed  securities and by an $8.3 million
increase in deposits.

Investment  securities  available  for sale  decreased  by $5.0  million to $6.2
million at March 31, 2002 from $11.2  million at June 30, 2001.  The decrease is
primarily  attributable  to the early  redemption  of $10.0  million of callable
agency securities in February 2002, which offset the purchase of $5.0 million of
non-callable  agency  securities  during the nine months  ended March 31,  2002.
Gross  unrealized  gains in the  available for sale  portfolio  were $172,000 at
March 31, 2002 compared to gross  unrealized gains of $247,000 at June 30, 2001,
reflecting the elimination of gross unrealized gains due to the early redemption
of $10.0 million of callable  agency  securities as well as the impact of higher
long term interest  rates.  The balance of investment  securities  classified as
held to maturity  decreased by $7.5  million to $12.6  million at March 31, 2002
due to $7.5  million  of U.S.  Treasury  Notes  maturing  during  the nine month
period.  The weighted average  remaining term to maturity of the Company's total
investment securities portfolio at March 31, 2002 was 1.65 years.

In anticipation of higher short term interest rates,  the Company  increased the
balance of cash and cash  equivalents by $11.2 million to $31.9 million at March
31, 2002 from $20.7 million at June 30, 2001. During the nine months ended March
31,  2002 the  Company  invested  $746,000 in office  properties  and  equipment
primarily  related to the  construction  of a drive-up  banking  facility  at an
existing  branch office  located in Chicago and the renovation and remodeling of
that branch office.

Non-performing  assets consisted of $161,000 in non-accruing  loans at March 31,
2002 compared to $344,000  ($270,000 net of specific loan loss reserves) at June
30,  2001.  Non-accruing  loans at March  31,  2002  consisted  of  $145,000  in
one-to-four family residential mortgage loans, $15,000 in non-mortgage loans and
$1,000 in commercial loans. The allowance for loan losses decreased to $337,000,
or .40% of total loans, at March 31, 2002 from $359,000, or .52% of total loans,
at June 30,  2001.  The decrease in the  allowance  for loan losses for the nine
months  ended  March 31,  2002 was the  result of charge  offs in the  amount of
$36,000 consisting of two commercial overdraft accounts,  two personal overdraft
accounts  and two credit card  accounts  offset by  recoveries  in the amount of
$14,000.  The charge offs that  occurred  during the nine months ended March 31,
2002 are not reflected in the income statement  because they were charge offs of
specific reserves that had been established in prior periods.  At March 31, 2002
the  Company's  ratio of allowance for loan losses to  non-performing  loans was
209.69% compared to 104.63% at June 30, 2001. For a discussion on the absence of
periodic  provisions to the allowance for loan losses in both the three and nine
month periods ended March 31, 2002,  see "RESULTS OF OPERATIONS - Provisions for
Losses on Loans".


                                       -8-



<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)

The  following  table sets forth the amounts and  categories  of  non-performing
assets in the Company's  portfolio.  Loans are placed on non-accrual status when
the collection of principal and/or interest becomes doubtful, generally when the
loan is delinquent 90 days or more.  Foreclosed  assets,  if any, include assets
acquired in settlement of loans.

                                            March 31, 2002    June 30, 2001
                                            --------------    -------------
                                                (Dollars in Thousands)
Non-Accruing Loans:
  One-to-four family                             $ 145          $ 279
  Multi-family                                      --             --
  Consumer                                          15             27
  Commercial business                                1             38
                                                 -----          -----
      Total non-performing loans                 $ 161          $ 344
                                                 -----          -----
Foreclosed Assets:
         One-to-four family                         --             --
                                                 -----          -----
                  Total foreclosed assets           --             --
                                                 -----          -----

Total non-performing assets                      $ 161          $ 344
                                                 =====          =====

Total as a percentage of total assets             0.11%          0.24%
                                                 =====          =====


         Specific loan loss reserves:
           One-to-four family                       --            (61)
           Consumer                                 --            (15)
           Commercial business                      --            (38)
                                                 -----          -----
          Total specific loan loss reserves         --           (114)
                                                 -----          -----
Total non-performing assets,
  net of specific reserves                       $ 161          $ 230
                                                 =====          =====
Total as a percentage of total assets             0.11%          0.16%
                                                 =====          =====

As of March 31, 2002,  there were no loans not included in the above table where
known  information  about the  possible  credit  problems  of  borrowers  caused
management  to have  serious  doubts as to the ability of the borrower to comply
with present loan  repayment  terms and which may result in  disclosure  of such
loans in the future.



                                       -9-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)

The following  table sets forth an analysis of the Company's  allowance for loan
losses.

<TABLE>
<CAPTION>
                                                      Nine months ended    Nine months ended
                                                        March 31, 2002      March 31, 2001
                                                        --------------      --------------
                                                             (Dollars in Thousands)

<S>                                                    <C>                      <C>
Balance at beginning of period                         $ 359                    $ 369

Charge-offs:
  One-to-four family loans                                --                       --
  Consumer loans                                          12                        5
  Commercial business loans                               24                       --
                                                       -----                    -----
    Total charge-offs                                     36                        5
                                                       -----                    -----

Recoveries:
  One-to-four family loans                                 1                       14
  Multi-family loans                                      13                       --
  Consumer loans                                          --                       --
                                                       -----                    -----
    Total recoveries                                      14                       14
                                                       -----                    -----

Net (charge-offs) recoveries                             (22)                       9
                                                       -----                    -----
Balance at end of period                               $ 337                    $ 378
                                                       =====                    =====

Ratio of net charge-offs during the period to
 average loans outstanding during the period            0.03%                      --

Ratio of net charge-offs during the period to
 average non-performing assets                          7.91%                      --

Allowance for loan losses to non-performing loans      209.69%                  144.86%

Allowance for loan losses to total loans                0.40%                    0.63%

</TABLE>

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.

At December 31, 2002 total deposits  increased $8.3 million,  or 6.3%, to $139.8
million  from $131.5  million at June 30,  2001,  as deposit  activity of $314.9
million and interest credited to deposits in the amount of $2.9 million exceeded
withdrawal  activity of $309.5 million.  The net increase in savings deposits is
attributed to a $7.2 million  increase in passbook  deposit  accounts and a $3.3
million  increase  in  NOW  accounts  offset  by  a  $2.0  million  decrease  in
certificate of deposit accounts,  a $179,000 decrease in demand deposit accounts
and a $44,000 decrease in money market accounts.

Stockholders' equity increased $437,000,  or 4.5%, to $10.1 million at March 31,
2002 due to  earnings  in the  amount of  $610,000,  offset by a $49,000  market
adjustment from securities available for sale, net of income taxes and dividends
paid on common stock in the amount of $124,000.


                                      -10-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

RESULTS OF OPERATIONS
The  Company had net income of  $240,000  for the  quarter  ended March 31, 2002
compared  to net income of $67,000 for the quarter  ended  March 31,  2001.  The
increase  in net  income in the  current  quarter  is the  result of a  $314,000
increase in net interest income and a $69,000  increase in  non-interest  income
offset by a $121,000 increase in non-interest expense and an $89,000 increase in
income taxes.

For the nine months  ended March 31, 2002 the Company had net income of $610,000
compared to net income of $272,000 for the nine months ended March 31, 2001. The
increase  in net  income in the  current  nine  month  period is the result of a
$492,000 increase in net interest income and a $242,000 increase in non-interest
income  offset by a $221,000  increase  in  non-interest  expense and a $175,000
increase in income  taxes.  For a discussion  on the  increases in  non-interest
income and  non-interest  expense that occurred in both the three and nine month
periods  ended March 31,  2002,  see  "Non-Interest  Income"  and  "Non-Interest
Expense."

The  increase in  net-interest  income in both the three and nine month  periods
ended March 31,  2002 was  primarily  the result of  increases  in net  interest
margin and  interest  rate spread that  occurred in both  periods.  Net interest
margin and interest rate spread  increased to 3.35% and 3.10%,  respectively for
the three  months ended March 31, 2002 from 2.60% and 2.17%,  respectively,  for
the three months ended March 31, 2001.  For the nine months ended March 31, 2002
net  interest  margin and  interest  rate spread  increased  to 3.12% and 2.80%,
respectively,  compared to 2.76% and 2.33%, respectively, in the prior year nine
month period. The increases in both net interest margin and interest rate spread
were  primarily  attributed  to declines in the average cost of deposits  during
both  periods  which more than offset  declines in the average  yield  earned on
interest earning assets as interest costing deposits re-priced more quickly than
interest  earning assets during a period of declining market interest rates. The
increases in net interest  income that occurred in both the three and nine month
periods  ended March 31, 2002 were also the result of  increases  in the average
balance of net interest  earning  assets that occurred in both periods.  For the
three  months ended March 31, 2002 the average  balance of net interest  earning
assets increased by $477,000 to $13.3 million from $12.8 million during the same
period last year,  and for the nine months  ended  March 31,  2002,  the average
balance of net interest  earning  assets  increased by $751,000 to $13.5 million
from $12.8 million in the prior year period.

Interest Income
Interest  income  decreased  $190,000,  or 8.5%, for the quarter ended March 31,
2002 from the comparable  year earlier  period.  The decrease in interest income
was the result of a decrease in the  average  yield  earned on interest  earning
assets to 5.77% for the quarter  ended  March 31, 2002  compared to 6.65% in the
year earlier period. The decline in the average yield earned on interest earning
assets  offset a $7.3  million  increase in the average  outstanding  balance of
interest  earning  assets to $141.8 million for the quarter ended March 31, 2002
from $134.5 million for the quarter ended March 31, 2001.

For the nine months ended March 31, 2002, interest income decreased $496,000, or
7.3%, from the 2001 period. The decrease in interest income for the current nine
month  period  was the  result of a  decrease  in the  average  yield  earned on
interest  earning assets to 6.05% compared to 6.79% for the year earlier period.
The decrease in the average  yield earned on interest  earning  assets  offset a
$5.4 million  increase in the average  outstanding  balance of interest  earning
assets to $138.8  million for the nine  months  ended March 31, 2002 from $133.4
million for the nine months ended March 31, 2001.

Interest on loans receivable increased $302,000,  or 27.9%, in the quarter ended
March 31, 2002,  compared  with the prior year  quarter,  as a result of a $23.1
million increase in the average  outstanding  balance of net loans receivable to
$81.6  million  from $58.5  million in the 2001  quarter.  The  increase  in the
average  outstanding  balance of net loans  receivable  offset a decrease in the
average  yield  earned on net loans  receivable  to 6.79% for the quarter  ended
March 31,  2002 from  7.40% for the prior  year  quarter.  The  decrease  in the
average  yield  earned on net  loans  receivable  was  primarily  the  result of
prepayments of higher  yielding  loans combined with increased loan  origination
activity at lower mortgage interest rates.


                                      -11-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
Interest on mortgage-backed  securities  decreased  $116,000,  or 36.4%, for the
quarter ended March 31, 2002 from the  comparable  quarter in 2001. The decrease
in  interest  income is  attributed  to a  decrease  in the  average  balance of
mortgage-backed  securities  due to  repayments  as  well as a  decrease  in the
average yield earned on mortgage-backed  securities. For the quarter ended March
31, 2002,  the average  balance of  mortgage-backed  securities  decreased  $5.7
million to $12.8  million  from $18.5  million  in the prior year  quarter.  The
average yield earned on  mortgage-backed  securities also decreased to 6.32% for
the quarter  ended  March 31,  2002 from 6.88% for the  quarter  ended March 31,
2001. The decrease in the average yield earned on mortgage-backed securities was
primarily the result of a decrease in the yield earned on the Company's  balance
of adjustable rate mortgage-backed  securities,  which re-priced at lower yields
as market interest rates decreased between the two quarterly periods.

Interest earned on investment  securities  decreased $91,000,  or 20.5%, for the
quarter  ended  March 31,  2002 from the prior  year  period.  The  decrease  in
interest income is attributed to a decrease in the average  outstanding  balance
of  investment  securities  as well as a decrease in the average yield earned on
investment  securities.  For the  quarter  ended  March 31,  2002,  the  average
outstanding  balance of investment  securities  decreased  $3.8 million to $26.1
million  from $29.9  million in the 2001  quarter.  The average  yield earned on
investment  securities  also  decreased to 5.44% for the quarter ended March 31,
2002 from 5.98% in the year earlier period.

Interest earned on interest bearing deposits decreased  $282,000,  or 75.3%, for
the quarter ended March 31, 2002 from the same quarter in 2001.  The decrease in
interest  income is  attributed  to a decrease  in the average  yield  earned on
interest  bearing  deposits  as well as a  decrease  in the  average  balance of
interest  bearing  deposits.  For the quarter ended March 31, 2002,  the average
yield earned on interest bearing deposits  decreased to 1.79% from 5.54% for the
quarter ended March 31, 2001. The average balance of interest  bearing  deposits
also  decreased by $6.2 million to $20.5 million for the quarter ended March 31,
2002 from $26.7  million in the prior year quarter  primarily  due to funding of
the Company's increased loan portfolio.

For the nine months ended March 31, 2002 interest on loans receivable  increased
$838,000 from the comparable prior year period.  The increase in interest income
was primarily due to a $20.6 million increase in the average outstanding balance
of loans  receivable  to $77.0  million for the nine months ended March 31, 2002
from $56.4  million for the  comparable  prior year period.  The increase in the
average  outstanding  balance of net loans  receivable  offset a decrease in the
average yield earned on net loans  receivable to 6.92% for the nine months ended
March 31, 2002 from 7.47% for the prior year period. The growth in the Company's
loan portfolio is attributed to direct marketing of the Company's loan products.

For the nine  months  ended March 31, 2002  interest  earned on mortgage  backed
securities  decreased  $289,000 to $710,000.  The decrease in interest income is
attributed to a decrease in the average  outstanding  balance of mortgage-backed
securities as well as a decrease in the average yield earned on  mortgage-backed
securities.  The  average  outstanding  balance  of  mortgage-backed  securities
decreased by $5.0  million to $14.6  million for the nine months ended March 31,
2002  from  $19.6  million  in the 2001  period.  The  average  yield  earned on
mortgage-backed  securities  also  decreased  to 6.47% for the nine months ended
March 31, 2002 from 6.81% for the comparable prior year period.

For the  nine  months  ended  March  31,  2002  interest  earned  on  investment
securities  increased  $53,000  to $1.2  million.  The  primary  factor  for the
increase  in  interest  income  was a  $2.9  million  increase  in  the  average
outstanding  balance of  investment  securities  to $29.7  million  for the nine
months ended March 31, 2002 from $26.8 million in the 2001 period.  The increase
in the average  outstanding  balance of investment  securities offset a decrease
the average yield earned on  investment  securities to 5.59% for the nine months
ended  March 31,  2002 from  5.95% in the  comparable  prior  year  period.  The
increase  in the  average  balance  of  investment  securities  was  funded by a
decrease in interest bearing deposits.


                                      -12-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
For the nine months  ended March 31, 2002  interest  earned on interest  bearing
deposits  decreased $1.1 million from the year earlier  period to $314,000.  The
decrease  in  interest  income  is  attributed  to a  decrease  in  the  average
outstanding  balance of interest  bearing  deposits as well as a decrease in the
average  yield  earned on interest  bearing  deposits.  The average  outstanding
balance of interest bearing deposits  declined by $13.2 million to $16.7 million
for the nine months ended March 31, 2002 from $29.9  million in the 2001 period.
The average yield earned on interest  bearing  deposits also  decreased to 2.58%
for the nine months  ended March 31,  2002 from 6.20% for the  comparable  prior
year period.

Interest Expense
Interest expense decreased  $504,000,  or 37.0%, for the quarter ended March 31,
2002 compared with the prior year quarter.  The decrease in interest  expense is
attributable  to a  decrease  in the  average  yield  paid on  interest  costing
deposits  to 2.67%  for the  quarter  ended  March 31,  2002 from  4.48% for the
quarter ended March 31, 2001. The decrease in the average yield paid on interest
costing  deposits  offset a $6.8  million  increase in the  average  outstanding
balance of interest  costing  deposits to $128.5  million for the quarter  ended
March 31, 2002 from $121.7 million for the prior year quarter.

For the nine months ended March 31, 2002 interest expense decreased  $987,000 to
$3.0  million  from $4.0  million  for the prior year  period.  The  decrease in
interest  expense  was the result of a  decrease  in the  average  yield paid on
interest  costing  deposits to 3.25% for  current  year period from 4.46% in the
prior year period.  The decrease in the average  yield paid on interest  costing
deposits offset a $4.7 million  increase in the average  outstanding  balance of
interest  costing  deposits to $125.3 million for the current period from $120.6
million for the year earlier period.

Provisions for Losses on Loans
The Company  maintains  an  allowance  for loan losses  based upon  management's
periodic  evaluation of probable  accrued losses in the portfolio based on known
and  inherent  risks  in the  loan  portfolio,  the  Company's  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.  After  considering  the  positive  trend  in the  level  of
non-performing  loans,  the high  concentration  of one-to-four  family mortgage
loans in the loan  portfolio,  the  level  and  nature  of its  charge  offs and
recoveries  and the  strong  housing  market,  the  Company  made  no loan  loss
provisions  during the nine months ended March 31, 2002.  The allowance for loan
losses totaled  $337,000,  or .40% of total loans, at March 31, 2002 compared to
$359,000,  or .52% of total loans, at June 30, 2001.  Non-accruing loans totaled
$161,000 at March 31, 2002 compared to $230,000 at June 30, 2001.  The Company's
ratio of allowance for loan losses to non-performing  loans was 209.69% at March
31, 2002 compared to 104.63% at June 30, 2001.  At March 31, 2002,  the $337,000
allowance for loan losses was  determined  by the Company to be consistent  with
its policy for the establishment and maintenance of adequate levels of loan loss
reserves.

Non-Interest Income
Non-interest income increased $70,000 to $286,000 in the quarter ended March 31,
2002 from $216,000 in the quarter ended March 31, 2001. The primary  factors for
the  increase  in  non-interest  income in the  current  quarter  were a $62,000
increase in loan fees and service charges and a $6,000 increase in profit on the
sale of loans.

For the nine months ended March 31, 2002 non-interest  income increased $243,000
to $862,000 from $619,000 in the prior year period. The increase in non-interest
income in the current nine month period  compared  with the prior year period is
primarily  attributed to a $210,000 increase in loan fees and service charges, a
$29,000  increase  in  profit on the sale of loans  and a  $10,000  increase  in
deposit  related fees. The increase in loan fees and service charges in both the
three and nine month  periods  ended March 31, 2002 is attributed to an increase
in loan origination activity compared to the prior year periods.


                                      -13-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Non-Interest Expense
Non-interest  expense  increased  $121,000 to $1.1 million in the quarter  ended
March 31, 2002 compared to $988,000 in the prior year  quarter.  The increase in
non-interest  expense is primarily the result of a $79,000  increase in staffing
costs and a $26,000  increase in office  occupancy  and equipment  expense.  The
increase in  staffing  costs in the  quarter  ended March 31, 2002 is  primarily
attributed  to a $33,000  increase in loan  origination  commissions,  due to an
increase in lending volume,  a $31,000  increase in employee benefit costs and a
$14,000 increase in bonus compensation expense.

For the nine months ended March 31, 2002 non-interest expense increased $221,000
to $3.2 million from $3.0 million in the prior year period.  The primary factors
for the increase in non-interest expense in the current nine month period were a
$234,000  increase in staffing costs, a $19,000 increase in office occupancy and
equipment  expense  and a  $15,000  increase  in  data  processing  fees.  These
increases  in  non-interest  expense  were  offset  by  a  $25,000  decrease  in
advertising expense, a $14,000 decrease in computer software and support expense
and a $13,000  decrease in professional  fees. The increase in staffing costs in
the nine  months  ended  March 31, 2002 is  primarily  attributed  to a $111,000
increase in loan origination commissions,  due to an increase in lending volume,
a $70,000  increase in employee  benefit costs and an $32,000  increase in bonus
compensation expense.

Income Taxes
Income taxes increased  $263,000 to $364,000 in the quarter ended March 31, 2002
from  $101,000 for the prior year  quarter.  For the nine months ended March 31,
2002 income  taxes  increased  $174,000 to $314,000  compared to $140,000 in the
prior year period.  The increased  income tax provision was due primarily to the
increase  in  operating  income in both  periods as  compared  to the prior year
periods.

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.  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  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.  At March 31,  2002 the  Association  had $52.3  million of
certificates of deposit maturing in one year or less. 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 March 31,
2002 the Company had  commitments  to originate  $3.2  million in  single-family
loans, $132,000 in commercial mortgage loans and commitments to sell $519,000 in
loans.

At March 31,  2002,  the  Association  had  tangible  and core  capital  of $9.3
million, or 6.11% of adjusted total assets, which was approximately $7.0 million
and $4.7 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At March 31, 2002, the Association had total capital of $9.6 million  (including
$9.3 million in core  capital) and  risk-weighted  assets of $77.4  million,  or
total capital of 12.37% of  risk-weighted  assets.  This amount was $3.4 million
above the 8.0% requirement in effect on that date.

The  Association's  interest rate risk  position has  increased  during the nine
month  period  ended  March 31,  2002 as a result of the  increase  in long term
fixed-rate mortgage loans originated and held to maturity in the loan portfolio.
The Association  monitors its level of interest rate risk quarterly to determine
compliance  with its Board  approved  policy,  which sets limits on the level of
interest rate risk that are defined in terms of net portfolio value.


                                      -14-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES (continued)
The Association uses a variety of tools to limit interest rate risk.  First, the
Association has focused a portion of its residential  lending and investments on
adjustable-rate  mortgages ("ARMs") and mortgage-backed  securities,  which both
generally  re-price  within one year,  although  the  Association  continues  to
originate long term fixed-rate mortgages in recognition of market demand and the
potential for increased margin.  Second, the Association  maintains a relatively
high level of  liquidity  and has  focused  its  investment  activities  in cash
equivalents, two year agency securities,  balloon mortgage-backed securities and
intermediate term investments.  Third, the Association seeks to maintain a large
percentage  of its deposit  liabilities  in passbook and  transaction  accounts,
which are  considered to be relatively  resistant to changes in interest  rates.
The  Association's  level of  interest  rate risk,  as measured by the Office of
Thrift  Supervision  as of December 31, 2001,  is in  compliance  with its Board
approved policy.


                                      -15-


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION

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,  which  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)      Computation of earnings per share (Exhibit 11 filed herewith).
(b)      No reports on Form 8-K were filed this quarter.



                                INDEX TO EXHIBITS

Exhibit
Number      Description
-------
11          Computation of Per Share Earnings


                                      -16-


<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:  May 15, 2002         BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE:  May 15, 2002         BY: /s/ Charles Zogas
                                -------------------------------------
                                Charles Zogas
                                Executive Vice President and
                                Chief Operating Officer






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