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, 2000

                                       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 14, 2000, 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, 2000 (unaudited) and June 30, 2000................  1

          Consolidated Statements of Earnings - Three Months
          Ended September 30, 2000 and 1999 (unaudited)...................  2

          Consolidated Statements of Changes in Stockholders' Equity -
          Three Months Ended September 30, 2000 (unaudited)...............  3

          Consolidated Statements of Cash Flows - Three Months
          Ended September 30, 2000 and 1999 (unaudited)...................  4

          Notes to Consolidated Financial Statements......................  5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations.............................  6-10


Part II.  OTHER INFORMATION............................................... 11

     Index to Exhibits.................................................... 12




























<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Part I   FINANCIAL INFORMATION

Consolidated Statements of Financial Condition
<TABLE>
Assets                                                        September 30,    June 30,
                                                                  2000           2000
                                                               ------------   -----------
                                   (Unaudited)
<S>                                                            <C>              <C>
Cash and amounts due from
  depository institutions                                     $  3,568,740     3,036,708
Interest-bearing deposits                                       32,943,615    29,629,809
                                                              ------------    ----------
Total cash and cash equivalents                                 36,512,355    32,666,517
Investment securities, held to maturity (fair value:
  September 30, 2000 - $19,991,313;
  June 30, 2000 - $19,896,031)                                  20,005,296    19,990,723
Investment securities available for sale, at fair value          5,078,903     5,042,710
Mortgage-backed securities, held to maturity (fair value:
  September 30, 2000 - $19,930,632;
  June 30, 2000 - $21,508,988)                                  20,063,520    21,854,112
Loans receivable (net of allowance for loan losses:
  September 30, 2000 - $382,520;
  June 30, 2000 - $368,885)                                     54,416,733    53,030,170
Stock in Federal Home Loan Bank of Chicago                         728,500       728,500
Office properties and equipment, net                             2,522,836     2,580,061
Accrued interest receivable                                        753,210       650,954
Prepaid expenses and other assets                                  638,426       681,743
                                                              ------------   -----------
Total assets                                                  $140,719,779   137,225,490
                                                               ===========   ===========

Liabilities and Stockholders' Equity

Liabilities:
Deposits                                                      $130,649,815   126,870,476
Advance payments by borrowers for taxes and insurance              295,050       693,302
Other liabilities                                                  408,060       404,995
                                                              ------------   -----------
Total liabilities                                              131,352,925   127,968,773
                                                               ===========   ===========
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, 2000 and June 30, 2000                            3,640         3,640
Additional paid-in capital                                       3,274,654     3,274,654
Retained earnings - substantially restricted                     6,026,632     5,948,332
Accumulated other comprehensive income, net of income taxes         66,433        42,704
Common stock awarded by Bank Incentive Plan                         (4,505)      (12,613)
                                                              ------------   -----------
Total stockholders' equity                                       9,366,854     9,256,717
                                                              ------------   -----------
Total liabilities and stockholders' equity                    $140,719,779   137,225,490
                                                               ==========    ===========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       -1-
<PAGE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Earnings
<TABLE>
                                                                      Three Months Ended
                                                                         September 30,
                                                                       2000       1999
                                                                    ---------   ---------
                                                                         (Unaudited)
<S>                                                                <C>            <C>
Interest income:
  Interest on loans                                                $1,014,379     896,398
  Interest on mortgage-backed securities                              347,899     285,810
  Interest on investment securities                                   370,004     345,559
  Interest on interest-bearing deposits                               509,780     467,322
  Dividends on FHLB stock                                              13,963      10,420
                                                                    ---------   ---------
Total interest income                                               2,256,025   2,005,509
                                                                    ---------   ---------
Interest expense:
  Interest on deposits                                              1,304,380   1,185,824
                                                                    ---------   ---------
Total interest expense                                              1,304,380   1,185,824
                                                                    ---------   ---------
Net interest income                                                   951,645     819,685
                                                                    ---------   ---------
Non-interest income:
  Loan fees and service charges                                        39,022      49,352
  Commission income                                                    24,613      19,921
  Profit on sale of loans                                                 673      13,354
  Profit on sale of real estate owned                                     766         808
  Deposit related fees                                                123,718     127,705
  Other income                                                         18,579      19,810
                                                                    ---------   ---------
Total non-interest income                                             207,371     230,950
                                                                    ---------   ---------
Non-interest expense:
  Staffing costs                                                      512,826     494,065
  Advertising                                                          27,444      34,640
  Occupancy and equipment expenses                                    182,259     183,233
  Data processing                                                      43,950      40,134
  Federal deposit insurance premiums                                    6,722      16,265
  Other                                                               226,213     209,694
                                                                    ---------   ---------
Total non-interest expense                                            999,414     978,031
                                                                    ---------   ---------

Income before income taxes                                            159,602      72,604
Income tax provision                                                   54,004      24,411
                                                                     --------   ---------
Net income                                                         $  105,598      48,193
                                                                   ==========    ========
Earnings per share (basic)                                         $     0.29        0.13
                                                                    =========     =======
Earnings per share (diluted)                                       $     0.29        0.13
                                                                    =========     =======
Dividends declared per common share                                $    0.075       0.075
                                                                    =========     =======
</TABLE>

See accompanying notes to consolidated financial statements.
                                       -2-
<PAGE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
<TABLE>
                                                         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, 2000    $3,640  3,274,654  5,948,332    42,704    (12,613) 9,256,717
                            ------  ---------  ---------   --------     -----  ---------
Comprehensive Income:

  Net Income                                     105,598                         105,598

  Other comprehensive income, net of tax:

  Unrealized holding gain
    during the period                                       23,729                23,729
                                                 -------    ------                ------

Total comprehensive income                       105,598    23,729               129,327

  Amoritzation 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, 2000       $3,640  3,274,654   6,026,632    66,433     (4,505) 9,366,854
                           ====== ==========   =========    ======      ====== =========
</TABLE>



See accompanying notes to consolidated financial statements.

                                       -3-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)
<TABLE>
                                                                  Three Months Ended
                                                                     September 30,
                                                                  2000           1999
                                                               -----------    -----------
<S>                                                           <C>                 <C>
Cash flows from operating activities:
Net income                                                   $    105,598         48,193
Adjustments to reconcile net income to net cash from
  operating activities:
  Depreciation                                                     78,978         75,814
  Amortization of premiums and discounts on securities            (23,210)        (3,799)
  Amortization of cost of stock benefit plan                        8,108          8,108
  Profit on sale of real estate owned                                (766)          (808)
  Proceeds from sale of loans held for sale                        50,000      1,195,200
  Origination of loans held for sale                              (50,000)    (1,128,750)
  Profit on sale of loans                                            (673)       (13,354)
  Increase in accrued interest receivable                        (102,256)      (120,099)
  Increase (decrease) in accrued interest payable                     311           (832)
  Decrease in deferred income on loans                            (14,466)          (881)
  Decrease in other assets                                         31,765         40,619
  Increase (decrease) in other liabilities                          2,754        (42,140)
                                                             ------------     ----------
Net cash provided by operating activities                          86,143         57,271
                                                             ------------     ----------
Cash flows from investing activities:
  Purchase of mortgage-backed securities, held to maturity           -       (10,007,275)
  Proceeds from repayments of mortgage-backed securities,
    held to maturity                                            1,801,240      1,344,215
  Purchase of investment securities, held to maturity          (2,502,250)    (2,497,325)
  Proceeds from maturities of investment securities,
    held to maturity                                            2,500,000      2,500,000
  Loan disbursements                                           (3,316,366)    (2,089,868)
  Loan repayments                                               1,945,035      2,251,047
  Proceeds from sale of real estate owned                            -           276,472
  Property and equipment expenditures                             (21,753)       (45,506)
                                                             ------------     ----------
Net cash provided for investing activities                        405,906     (8,268,240)
                                                             ------------     ----------
Cash flows from financing activities:
  Deposit account receipts                                    107,170,155    110,823,035
  Deposit account withdrawals                                (104,632,704)  (100,388,793)
  Interest credited to deposit accounts                         1,241,888      1,126,420
  Payment of dividends                                            (27,298)       (27,298)
  (Decrease) increase in advance payments by borrowers
    for taxes and insurance                                      (398,252)       324,887
                                                              ------------     ----------
Net cash provided for financing activities                      3,353,789     11,858,251
                                                             ------------     ----------
Increase in cash and cash equivalents                           3,845,838      3,647,282
Cash and cash equivalents at beginning of period               32,666,517     35,020,296
                                                             ------------     ----------
Cash and cash equivalents at end of period                   $ 36,512,355     38,667,578
                                                             ------------     ----------
Cash paid during the period for:
  Interest                                                   $  1,304,069      1,186,656
  Income taxes                                                     28,054              0
                                                             ------------     ----------
</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 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, 2000 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 month periods ended September 30, 2000 and 1999
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.

Note F - Effect of New Accounting Pronouncements
There are no new accounting  pronouncements  not yet  implemented by the Company
that  would  have a  material  impact on its  financial  position  or results of
operations.

                                       -5-


<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
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, 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,  2000,  Midland  Federal's  capital  ratios  exceeded  all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
6.32% and a risk-based capital ratio of 19.14%.

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.

                                       -6-


<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.

FINANCIAL CONDITION
During the  quarter  ended  September  30,  2000,  total  assets of the  Company
increased  by $3.5  million to $140.7  million  from $137.2  million at June 30,
2000. Net loans receivable  increased $1.4 million to $54.4 million at September
30, 2000 as loan  disbursements  of $3.3 million offset loan  repayments of $1.9
million.  The balance of cash and cash equivalents  increased by $3.8 million to
$36.5 million at September 30, 2000. The Company maintains a substantial balance
of cash  equivalents  in an attempt to  control  interest  rate risk and to fund
future loan demand.  The $1.4 million  increase in net loans  receivable and the
$3.8 million increase in cash and cash equivalents were funded by a $1.8 million
decrease in the balance of  mortgage-backed  securities to $20.1 million as well
as a $3.8 million  increase in deposits to $130.6 million at September 30, 2000.
The $1.8 million decrease in the balance of  mortgage-backed  securities was the
result of  repayments  of  mortgage-backed  securities  during the quarter ended
September 30, 2000.  The balance of investment  securities  remained  relatively
unchanged at $25.1  million  during the quarter ended  September  30, 2000.  The
weighted  average  remaining  maturity of the  Company's  investment  securities
portfolio at September 30, 2000 was 1.8 years.

As discussed above,  deposits for the quarter ended September 30, 2000 increased
$3.8  million as deposit  activity of $107.2  million and  interest  credited to
deposits in the amount of $1.2 million  exceeded  withdrawal  activity of $104.6
million.  The net increase in savings  deposits is  attributed to a $5.2 million
increase  in  certificate  of deposit  accounts,  a $430,000  increase in demand
deposit  accounts  and a $326,000  increase  in NOW  accounts,  offset by a $1.5
million decrease in passbook  deposit accounts and a $679,000  decrease in money
market accounts. The net increase in savings deposits is primarily attributed to
aggressive  pricing and  promotion  of  certificate  of deposit  accounts at the
Company's new branch office location in Homer Township, Illinois.

Stockholders'  equity for the quarter  ended  September  30, 2000  increased  by
$110,000  to $9.4  million  primarily  as a result of  earnings in the amount of
$106,000 and a $24,000 market adjustment from securities available for sale, net
of income  taxes,  offset by  dividends  paid on common  stock in the  amount of
$27,000.

RESULTS OF OPERATIONS
The Company had net income of $106,000 for the quarter ended  September 30, 2000
compared to net income of $48,000 for the quarter ended  September 30, 1999. The
increase  in net  income in the  current  quarter  is the  result of a  $132,000
increase in net interest  income  offset by a $24,000  decrease in  non-interest
income,  a $21,000  increase in non-interest  expense and a $30,000  increase 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 increase in net interest  income was primarily the
result of increases in both net interest  margin and interest  rate spread.  For
the quarter  ended  September  30, 2000  interest  rate spread and net  interest
margin increased to 2.78% and 2.88%,  respectively,  from 2.43% and 2.50% in the
prior year quarter.  The Company  attributed  the increase in both interest rate
spread and net interest  margin to an increase in the average  yield on interest
earning  assets to 6.83% for the  current  quarter  from 6.11% in the prior year
quarter as the  Company's  interest  earning  assets  re-priced at higher market
interest rates.

                                       -7-


<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income
Interest income  increased  $251,000,  or 12.5%, for the quarter ended September
30, 2000 as compared  to the same  period  last year.  The  increase in interest
income is  primarily  attributed  to an increase in the average  yield earned on
interest  earning assets,  as discussed  above.  The average balance of interest
earning assets also  increased  $866,000 to $132.2 million for the quarter ended
September  30, 2000 compared to $131.3  million for the quarter ended  September
30, 1999.

Interest on loans receivable increased $118,000, or 13.2%, for the quarter ended
September 30, 2000 from the comparable quarter in 1999. The increase in interest
income was  primarily  attributed  to a $4.5  million  increase  in the  average
outstanding  balance of net loans  receivable  to $53.9  million for the quarter
ended  September 30, 2000 from $49.4 million for the quarter ended September 30,
1999. The average yield earned on loans  receivable  also increased to 7.52% for
the quarter ended  September 30, 2000 from 7.26% for the quarter ended September
30, 1999.

Interest on  mortgage-backed  securities  increased  $62,000,  or 21.7%, for the
quarter  ended  September  30,  2000 from the  comparable  quarter in 1999.  The
increase in interest  income is attributed to an increase in the average balance
of mortgage-backed securities as well as an increase in the average yield earned
on  mortgage-backed  securities  in the  quarter  ended  September  30,  2000 as
compared  with the same period last year.  For the quarter  ended  September 30,
2000, the average balance of mortgage-backed  securities  increased $2.7 million
to $20.7 million from $18.0 million in the prior year quarter. The average yield
earned on  mortgage-backed  securities  also  increased to 6.72% for the quarter
ended  September 30, 2000 from 6.34% for the quarter  ended  September 30, 1999.
The  increase in the average  yield  earned on  mortgage-backed  securities  was
primarily the result of an increase in the yield earned on the Company's balance
of adjustable rate  mortgage-backed  securities  which  securities  re-priced at
higher  yields as market  interest  rates  increased  between the two  quarterly
periods.

Interest earned on investment  securities  increased  $24,000,  or 7.1%, for the
quarter ended  September 30, 2000 from the quarter ended September 30, 1999. The
increase  in  interest  income is  primarily  attributed  to an  increase in the
average  yield earned on  investment  securities  to 5.87% for the quarter ended
September 30, 2000 from 5.52% for the prior year period.  The average balance of
investment  securities  remained  relatively  stable  at $25.2  million  for the
quarter ended September 30, 2000.

Interest earned on interest bearing deposits increased $42,000, or 9.1%, for the
quarter ended  September 30, 2000 from the same quarter in 1999. The increase in
interest income on interest bearing deposits is attributed to an increase in the
average yield earned on interest bearing deposits to 6.46% for the quarter ended
September  30, 2000 from 4.88% for the quarter  ended  September  30, 1999.  The
increase in the average yield earned on interest  bearing deposits offset a $6.7
million decrease in the average outstanding balance of interest bearing deposits
to $31.6  million for the quarter  ended  September  30, 2000  compared to $38.2
million for the quarter ended  September  30, 1999.  The decrease in the average
balance of  interest  earning  deposits  primarily  funded the  increase  in the
average  outstanding  balances of both net loans receivable and  mortgage-backed
securities, discussed above.



                                       -8-
<PAGE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Expense
Interest expense increased  $119,000,  or 10.0%, for the quarter ended September
30, 2000 compared with the prior year quarter.  The increase in interest expense
is  attributable  to an increase in the  average  cost paid on interest  costing
deposits to 4.37% for the quarter  ended  September  30, 2000 from 3.96% for the
quarter  ended  September  30,  1999.  The  increase in the average cost paid on
interest  costing  deposits was partially  offset by a $292,000  decrease in the
average  outstanding  balance of interest costing deposits to $119.3 million for
the quarter  ended  September  30,  2000 from $119.6  million for the prior year
quarter.

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 $165,000 at September 30, 2000 from $284,000 at June 30,
2000.  At September 30, 2000  non-performing  loans,  net of specific  reserves,
consisted of $126,000 in three single family residential mortgage loans, $19,000
in one non-residential  mortgage loan and $20,000 in non-mortgage loans. General
loan loss reserves  totaled $194,000 or 117.69% of net  non-performing  loans at
September  30,  2000.  At  September  30,  2000,  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 $24,000 to $207,000 in the quarter ended September
30, 2000 from  $231,000 in the quarter  ended  September  30, 1999.  The primary
factors for the decrease in  non-interest  income in the current  quarter were a
$13,000  decrease in profit on the sale of loans and a $10,000  decrease in loan
fees and service  charges.  The decrease in loan fees and service charges in the
current  quarter is  primarily  attributed  to a decline in loans sold from $1.2
million in the prior  year  quarter  to  $50,000  in the  current  period as the
Company increased its portfolio loan originations to $3.3 million in the current
period from $2.1 million in the prior year period.

Non-Interest Expense
Non-interest  expense  increased  $21,000  to  $999,000  in  the  quarter  ended
September  30, 2000  compared to $978,000 in the 1999  quarter.  The increase in
non-interest expense in the current quarter is primarily the result of a $19,000
increase in  staffing  costs.  The  increase  in  staffing  costs was  primarily
attributed to an increase in the cost of employee benefits as well as directors'
fees.  Non-interest  expense was also  increased by a $12,000  increase in legal
expense,  an  $8,000  loss  on  forged  checks  and a  $4,000  increase  in data
processing costs offset by a $10,000 decrease in deposit insurance  premiums,  a
$7,000  decrease in  advertising  expense and the  elimination of $5,000 in real
estate owned expenses.



                                       -9-


<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Income Taxes
Income taxes  increased  $30,000 to $54,000 in the quarter  ended  September 30,
2000 from  $24,000  for the same  period  last year.  The  increased  income tax
provision was due  primarily to the increase in operating  income in the quarter
ended September 30, 2000 as compared to the quarter ended September 30, 1999.

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, 2000, the Association's regulatory liquidity ratio was
57.2%.  At such date,  the Company had  commitments to originate $1.5 million in
loans,  $1.0 million in  commitments to purchase  loans,  no commitments to sell
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, 2000,  the  Association  had tangible and core capital of $8.9
million, or 6.3% of adjusted total assets,  which was approximately $6.8 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  September  30,  2000,  the  Association  had total  capital of $9.1  million
(including  $8.9  million in core  capital)  and  risk-weighted  assets of $47.5
million, or total capital of 19.1% of risk-weighted assets. This amount was $5.3
million above the 8.0% requirement in effect on that date.



                                      -10-
<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, 2000.




























                                      -11-


<PAGE>



                                INDEX TO EXHIBITS

Exhibit
Number      Description

11       Computation of Per Share Earnings

27       Financial Data Table

















































                                      -12-
<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 15, 2000    BY: /s/ Paul Zogas
                                -------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE:  November 15, 2000    BY: /s/ Charles Zogas
                                -------------------------------------
                                Charles Zogas
                                Executive Vice President and
                                Chief Operating Officer
































<PAGE>




                      MIDLAND CAPITAL HOLDINGS CORPORATION

EXHIBIT 11 - STATEMENT REGARDING COMPUTATION OF EARNINGS PER SHARE
<TABLE>

                                                                  Three Months Ended
                                                                     September 30,
                                                                   2000        1999
                                                                   ----        ----
<S>                                                                <C>          <C>
Net Income                                                       $105,598     $48,193
                                                                  =======      ======

Weighted average common shares outstanding
  for basic computation                                           363,975     363,975
                                                                  =======      ======
Basic earnings per share                                         $   0.29    $   0.13
                                                                  =======      ======
Weighted average common shares outstanding
  for basic computation                                           363,975     363,975

Common stock equivalents due to dilutive effect
  of stock options                                                 1,920        3,777
                                                                  =======      ======
Weighted average common shares and equivalents
  Outstanding for diluted computation                             365,895     367,752
                                                                  =======      ======
Diluted earnings per share                                       $   0.29    $   0.13
                                                                  =======      ======
</TABLE>