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, 2001

                                       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, 2001, the Issuer had
             363,975 shares of Common Stock issued and outstanding.



<PAGE>




                      MIDLAND CAPITAL HOLDINGS CORPORATION
<TABLE>
<CAPTION>


Part  I.  FINANCIAL INFORMATION                                                                                 PAGE
                                                                                                                ----
<S>                                                                                                              <C>
     Item 1.  Financial Statements
              Consolidated Statements of Financial Condition -
              September 30, 2001 (unaudited) and June 30, 2001................................................... 1

              Consolidated Statements of Earnings - Three Months
              Ended September 30, 2001 and 2000 (unaudited)...................................................... 2

              Consolidated Statements of Changes in Stockholders' Equity -
              Three Months Ended September 30, 2001 (unaudited).................................................. 3

              Consolidated Statements of Cash Flows - Three Months
              Ended September 30, 2001 and 2000 (unaudited)...................................................... 4

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations................................................................ 7-11


Part II.  OTHER INFORMATION......................................................................................12

     Index to Exhibits...........................................................................................13

</TABLE>


<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------
<TABLE>
<CAPTION>


Part I - FINANCIAL INFORMATION

Consolidated Statements of Financial Condition


Assets                                                                September 30,               June 30
------                                                                     2001                     2001
                                                                      -------------            -------------
                                                                       (Unaudited)
<S>                                                                   <C>                       <C>
Cash and amounts due from
  depository institutions                                             $   3,637,726               4,280,021
Interest-bearing deposits                                                15,303,895              16,438,650
                                                                      -------------             -----------
Total cash and cash equivalents                                          18,941,621              20,718,671
Investment securities, held to maturity (fair value:
  September 30, 2001 - $18,078,375;
  June 30, 2001 - $20,422,438)                                           17,612,533              20,111,916
Investment securities available for sale, at fair value                  13,872,975              11,225,912
Mortgage-backed securities, held to maturity (fair value:
  September 30, 2001 - $16,023,830;
  June 30, 2001 - $17,595,308)                                           15,685,646              17,310,326
Loans receivable (net of allowance for loan losses:
  September 30, 2001 - $359,745;
  June 30, 2001 - $359,445)                                              74,708,045              68,034,401
Loans receivable held for sale                                              492,774                 451,700
Stock in Federal Home Loan Bank of Chicago                                  782,700                 782,700
Office properties and equipment, net                                      2,298,409               2,366,325
Accrued interest receivable                                                 814,442                 905,134
Prepaid expenses and other assets                                           648,169                 588,553
                                                                      -------------             -----------
Total assets                                                          $ 145,857,314             142,495,638
                                                                      =============             ===========


Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
Deposits                                                              $ 134,249,786             131,503,665
Advance payments by borrowers for taxes and insurance                     1,245,171                 868,756
Other liabilities                                                           478,227                 461,344
                                                                      -------------             -----------
Total liabilities                                                       135,973,184             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 September 30, 2001 and June 30, 2001                                     3,640                   3,640
Additional paid-in capital                                                3,276,855               3,276,855
Retained earnings - substantially restricted                              6,346,215               6,218,393
Accumulated other comprehensive income, net of income taxes                 257,420                 162,985
                                                                      -------------             -----------
Total stockholders' equity                                                9,884,130               9,661,873
                                                                      -------------             -----------
Total liabilities and stockholders' equity                            $ 145,857,314             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 (Unaudited)
                                                                                           Three Months Ended
                                                                                              September 30,
                                                                                      2001                    2000
                                                                                  ----------              ---------
<S>                                                                              <C>                        <C>
Interest income:
  Interest on loan                                                               $ 1,287,641                1,014,379
  Interest on mortgage-backed securities                                             268,799                  347,899
  Interest on investment securities                                                  451,791                  370,004
  Interest on interest-bearing deposits                                              140,681                  509,780
  Dividends on FHLB stock                                                             12,084                   13,963
                                                                                 -----------                ---------
Total interest income                                                              2,160,996                2,256,025
                                                                                 -----------                ---------

Interest expense:
  Interest on deposits                                                             1,164,605                1,304,380
                                                                                 -----------                ---------
Total interest expense                                                             1,164,605                1,304,380
                                                                                 -----------                ---------

Net interest income                                                                  996,391                  951,645
                                                                                 -----------                ---------

Non-interest income:
  Loan fees and service charges                                                      117,957                   39,022
  Commission income                                                                   15,619                   24,613
  Profit on sale of loans                                                              9,384                      673
  Profit on sale of real estate owned                                                      0                      766
  Deposit related fees                                                               128,938                  123,718
  Other income                                                                        14,610                   18,579
                                                                                 -----------                ---------
Total non-interest income                                                            286,508                  207,371
                                                                                 -----------                ---------

Non-interest expense:
  Staffing costs                                                                     582,169                  512,826
  Advertising                                                                         13,487                   27,444
  Occupancy and equipment expenses                                                   179,232                  182,259
  Data processing                                                                     53,166                   43,950
  Federal deposit insurance premiums                                                   6,172                    6,722
  Other                                                                              199,856                  226,213
                                                                                 -----------                ---------
Total non-interest expense                                                         1,034,082                  999,414
                                                                                 -----------                ---------

Income before income taxes                                                           248,817                  159,602
Income tax provision                                                                  84,598                   54,004
                                                                                 -----------                ---------
Net income                                                                       $   164,219                  105,598
                                                                                 ===========                =========

Earnings per share (basic)                                                       $      0.45                     0.29
                                                                                 ===========                =========
Earnings per share (diluted)                                                     $      0.45                     0.29
                                                                                 ===========                =========
Dividends declared per common share                                              $      0.10                    0.075
                                                                                 ===========                =========


</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                                                             164,219                                     164,219

  Other comprehensive income,
    net of tax:

  Unrealized holding gain
    during the period                                                                    94,435                       94,435
                                                                                        -------                    ---------
Total comprehensive income                                               164,219         94,435                      258,654

  Dividends declared on common
    stock ($0.10 per share)                                              (36,397)                                    (36,397)
                                    ------           ---------         ---------         -------                   ---------
Balance at September 30, 2001       $3,640           3,276,855         6,346,215         257,420                   9,884,130


</TABLE>


          See accompanying notes to consolidated financial statements.


                                      -3-
<PAGE>




                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

<TABLE>
<CAPTION>



Consolidated Statements of Cash Flows (Unaudited)


                                                                                                    Three Months Ended
                                                                                                       September 30,
                                                                                              2001                       2000
                                                                                        ---------------             -------------
<S>                                                                                     <C>                         <C>
Cash flows from operating activities:
Net income                                                                              $      164,219                   105,598
Adjustments to reconcile net income to net cash from operating activities:
Depreciation                                                                                    78,528                    79,978
Amortization of premiums and discounts on securities                                            (8,240)                  (23,210)
  Amortization of cost of stock benefit plan                                                       ---                     8,108
  Profit on sale of real estate owned                                                              ---                      (766)
  Proceeds from sale of loans held for sale                                                    684,226                    50,000
  Origination of loans held for sale                                                          (725,300)                  (50,000)
  Profit on sale of loans                                                                       (9,384)                     (673)
  Decrease (increase) in accrued interest receivable                                            90,692                  (102,256)
  (Decrease) increase in accrued interest payable                                               (1,892)                      311
  Decrease in deferred income on loans                                                         (40,056)                  (14,466)
  (Increase) decrease in other assets                                                          (98,880)                   31,765
  Increase in other liabilities                                                                 18,775                     2,754
                                                                                        --------------              ------------
Net cash provided by operating activities                                                      152,683                    86,143
                                                                                        --------------              ------------
Cash flows from investing activities:
  Proceeds from repayments of mortgage-backed securities,  held to maturity                  1,632,229                 1,801,240
Purchase of investment securities, held to maturity                                                ---                (2,502,250)
Proceeds from maturities of investment securities,  held to maturity                         2,500,000                 2,500,000
  Purchase of investment securities, available for sale                                     (2,503,906)                      ---
  Loan disbursements                                                                       (10,974,475)               (3,316,366)
  Loan repayments                                                                            4,340,887                 1,945,035
  Property and equipment expenditures                                                          (10,607)                  (21,753)
                                                                                        --------------              ------------
Net cash provided (for) by investing activities                                             (5,015,872)                  405,906
                                                                                        --------------              ------------
Cash flows from financing activities:
  Deposit account receipts                                                                 107,089,347               107,170,155
  Deposit account withdrawals                                                             (105,451,033)             (104,632,704)
  Interest credited to deposit accounts                                                      1,107,807                 1,241,888
  Payment of dividends                                                                         (36,397)                  (27,298)
  Increase (decrease) in advance payments by borrowers for taxes and insurance                 376,415                  (398,252)
                                                                                        --------------              ------------
Net cash provided by financing activities                                                    3,086,139                 3,353,789
                                                                                        --------------              ------------
(Decrease) increase in cash and cash equivalents                                            (1,777,050)                3,845,838
Cash and cash equivalents at beginning of period                                            20,718,671                32,666,517
                                                                                        --------------              ------------
Cash and cash equivalents at end of period                                              $   18,941,621                36,512,355
                                                                                        ==============              ============
Cash paid during the period for:
  Interest                                                                              $    1,166,497                 1,304,069
  Income taxes                                                                                   5,654                    28,054
                                                                                        ==============              ============
</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, 2001 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, 2001 and 2000
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 July 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 acquired in a business
combination.  SFAS No. 142 addresses the initial  recognition and measurement of
intangible assets acquired outside of a business  combination and the accounting
for 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.





                                      -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 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.

                                      -7-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


GENERAL (continued)
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.  The Association's  deposits are insured
up to applicable limits by the Federal Deposit Insurance  Corporation  ("FDIC").
At September 30, 2001,  Midland  Federal's  capital  ratios  exceeded all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
6.14% and a risk-based capital ratio of 15.25%.

FINANCIAL CONDITION
At September 30, 2001, total assets of the Company  increased by $3.4 million to
$145.9 million from $142.5 million at June 30, 2001. Loans receivable, including
loans  available for sale,  increased $6.7 million to $75.2 million at September
30, 2001.  The Company  originated  $11.7 million of primarily  fixed rate loans
during the quarter ended  September 30, 2001  compared to loan  originations  of
$3.4 million during the prior year quarter.  The higher loan origination  volume
in the current  quarter  was due in part to an increase in mortgage  refinancing
activity  as a result of the  decline  in  interest  rates that began in January
2001.  Offsetting loan  originations in the current quarter were loan repayments
of $4.3 million as well as loan sales of $684,000.  There were no new  purchases
of mortgage-backed securities during the quarter ended September 30, 2001 and as
a result, the balance of mortgage-backed securities decreased by $1.6 million to
$15.7 million at September 30, 2001 due to repayments and amortization.

Investment  securities  available  for sale  increased  by $2.7 million to $13.9
million at September 30, 2001 from $11.2 million at June 30, 2001.  The increase
is primarily attributable to the purchase of $2.5 million of non-callable agency
securities  during the quarter ended September 30, 2001.  Gross unrealized gains
in the available for sale portfolio were $257,000 at September 30, 2001 compared
to gross unrealized gains of $163,000 at June 30, 2001,  reflecting the positive
impact of lower interest rates. The balance of investment  securities classified
as held to maturity  decreased by $2.5 million to $17.6 million at September 30,
2001 due to $2.5 million of U.S. Treasury Notes maturing during the quarter. The
weighted  average  remaining term to maturity of the Company's total  investment
securities portfolio at September 30, 2001 was 1.9 years.

The Company reduced the balance of cash and cash  equivalents by $1.8 million to
$18.9  million at September  30, 2001 from $20.7  million at June 30, 2001.  The
$6.7 million  increase in net loans  receivable,  discussed above, was funded in
part by the $1.8 million decrease in cash and cash equivalents, the $1.6 million
decrease  in  mortgage-backed  securities  and by a  $2.7  million  increase  in
deposits.

Non-performing  assets consisted of $236,000 in non-accruing  loans at September
30, 2001 compared to $230,000 at June 30, 2001.  Non-accruing loans at September
30, 2001 consisted of $218,000 in single-family  residential  mortgage loans and
$12,000 in  non-mortgage  loans.  The  allowance  for loan losses  increased  to
$360,000,  or .48% of total loans, at September 30, 2001 from $359,000,  or .52%
of total loans,  at June 30, 2001. The increase in the allowance for loan losses
for the quarter ended September 30, 2001 was the result of loan loss recoveries.
The Company's  general  allowance for loan losses totaled  $264,000 at September
30,  2001  compared  to $246,000 at June 30,  2001.  At  September  30, 2001 the
Company's ratio of general allowance for loan losses to net non-performing loans
was 112.09%  compared to 106.92% at June 30,  2001.  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.


                                      -8-
<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)
Deposits for the quarter  ended  September  30, 2001  increased  $2.7 million as
deposit  activity  of $107.1  million and  interest  credited to deposits in the
amount of $1.1 million exceeded withdrawal  activity of $105.5 million.  The net
increase  in savings  deposits  is  attributed  to a $2.5  million  increase  in
passbook deposit accounts,  a $465,000  increase in demand deposit  accounts,  a
$441,000  increase  in NOW  accounts  and a $146,000  increase  in money  market
accounts offset by an $824,000 decrease in certificate of deposit accounts.

Stockholders'  equity increased $222,000,  or 2.3%, to $9.9 million at September
30,  2001 due to  earnings  in the  amount  of  $164,000  and a  $94,000  market
adjustment  from securities  available for sale, net of income taxes,  offset by
dividends paid on common stock in the amount of $36,000.

RESULTS OF OPERATIONS
The Company had net income of $164,000 for the quarter ended  September 30, 2001
compared to net income of $106,000 for the quarter ended September 30, 2000. The
increase  in net  income in the  current  quarter  is the  result of an  $80,000
increase in  non-interest  income and a $44,000  increase in net interest income
offset by a $35,000  increase in non-interest  expense and a $31,000 increase in
income taxes. For a discussion on the increases in both non-interest  income and
non-interest expense,  respectively, see "Non-Interest Income" and "Non-Interest
Expense." The increase in net interest income was primarily the result of a $1.5
million  increase in the average  balance of net earning assets to $14.4 million
in the quarter  ended  September  30, 2001 from $12.9  million in the prior year
quarter.  For the quarter ended September 30, 2001, interest rate spread and net
interest margin also increased slightly to 2.79% and 2.91%,  respectively,  from
2.78% and 2.88% in the prior year quarter.

Interest Income
Interest income decreased $95,000,  or 4.2%, for the quarter ended September 30,
2001 as compared to the same period last year.  The decrease in interest  income
is primarily  attributed  to a decrease in the average  yield earned on interest
earning  assets to 6.30% for the quarter ended  September 30, 2001 from 6.83% in
the prior year  quarter.  The  decrease in the average  yield earned on interest
earning assets offset a $5.0 million increase in the average balance of interest
earning  assets to $137.2  million  for the  quarter  ended  September  30, 2001
compared to $132.2 million for the quarter ended September 30, 2000.

Interest on loans receivable increased $273,000, or 26.9%, for the quarter ended
September 30, 2001 from the comparable quarter in 2000. The increase in interest
income was  primarily  attributed  to a $19.4  million  increase  in the average
outstanding  balance of net loans  receivable  to $73.3  million for the quarter
ended  September 30, 2001 from $53.9 million for the quarter ended September 30,
2000. The increase in the average  outstanding  balance of net loans  receivable
offset a decrease in the average  yield earned on loans  receivable to 7.03% for
the quarter  ended  September  30, 2001  compared to 7.52% for the quarter ended
September 30, 2000.

                                      -9-

<PAGE>



                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
Interest on  mortgage-backed  securities  decreased  $79,000,  or 22.7%, for the
quarter  ended  September  30,  2001 from the  comparable  quarter in 2000.  The
decrease in interest  income is attributed to a decrease in the average  balance
of mortgage-backed  securities as well as a decrease in the average yield earned
on  mortgage-backed  securities  in the  quarter  ended  September  30,  2001 as
compared  with the same period last year.  For the quarter  ended  September 30,
2001, the average balance of mortgage-backed  securities  decreased $4.5 million
to $16.2 million from $20.7 million in the prior year quarter. The average yield
earned on  mortgage-backed  securities  also  decreased to 6.62% for the quarter
ended  September 30, 2001 from 6.72% for the quarter  ended  September 30, 2000.
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  increased $82,000,  or 22.1%, for the
quarter ended  September 30, 2001 from the quarter ended September 30, 2000. The
increase  in  interest  income is  primarily  attributed  to an  increase in the
average  outstanding  balance of investment  securities to $31.4 million for the
quarter  ended  September 30, 2001 from $25.2 million in the prior year quarter.
The increase in the average outstanding balance of investment  securities offset
a decrease in the average yield earned on investment securities to 5.75% for the
quarter  ended  September  30,  2001  compared  to 5.87% for the  quarter  ended
September 30, 2000.

Interest earned on interest bearing deposits decreased  $369,000,  or 72.4%, for
the quarter ended September 30, 2001 from the same quarter in 2000. The decrease
in interest  income is  attributed  to a decrease in the average yield earned on
interest bearing deposits to 3.65% for the quarter ended September 30, 2001 from
6.46%  for the  quarter  ended  September  30,  2000 as well as a $16.2  million
decrease in the average  outstanding  balance of  interest  bearing  deposits to
$15.4  million for the quarter  ended  September 30, 2001 from $31.6 million for
the prior year  quarter.  The  decrease in interest  bearing  deposits is due to
funding of the Company's increased loan portfolio.

Interest Expense
Interest expense decreased  $140,000,  or 10.7%, for the quarter ended September
30, 2001 compared with the prior year quarter.  The decrease in interest expense
is  attributable  to a decrease  in the average  cost paid on  interest  costing
deposits to 3.80% for the quarter  ended  September  30, 2001 from 4.37% for the
quarter  ended  September  30,  2000.  The  decrease in the average cost paid on
interest costing deposits was partially offset by a $3.4 million increase in the
average  outstanding  balance of interest costing deposits to $122.7 million for
the quarter  ended  September  30,  2001 from $119.3  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 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.  The Company incurred no loan charge-offs during the quarter
ended September 30, 2001. The Company  increased its general  allowance for loan
losses to $264,000 at September  30, 2001 from  $246,000 at June 30,  2001.  The
$18,000 increase in the Company's  general  allowance for loan losses during the
current  quarter  was the result of $18,000 in  recoveries  from fully  reserved
loans which loss reserves were transferred  from specific  allowance to general.
At  September  30,  2001,  the $264,000  general  allowance  for loan losses was
determined by the Company to be consistent with its policy for the establishment
and maintenance ofadequate levels of general loan loss allowances.

                                      -10-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Non-Interest Income
Non-Interest income increased $80,000 to $287,000 in the quarter ended September
30, 2001 from  $207,000 in the quarter  ended  September  30, 2000.  The primary
factors for the  increase in  non-interest  income in the current  quarter was a
$79,000 increase in loan fees and service  charges,  a $9,000 increase in profit
on the sale of loans and a $5,000  increase in deposit  related fees offset by a
$9,000  decrease in  commission  income.  The  increase in loan fees and service
charges in the current  quarter is  attributed  to an increase in loan  activity
compared to the prior year quarter,  as loan  originations  more than tripled to
$11.7 million from $3.4 million,  while loan sales  amounted to $725,000  during
the current quarter compared to $50,000 in the prior year quarter.

Non-Interest Expense
Non-interest  expense  increased  $35,000 to $1.0  million in the quarter  ended
September  30,  2001 as  compared  to the prior year  quarter.  The  increase in
non-interest  expense is primarily the result of a $69,000  increase in staffing
costs and a $9,000  increase in data  processing  fees. The increase in staffing
costs  is  primarily  attributed  to a  $43,000  increase  in  loan  origination
commissions, due to an increase in lending volume, as well as a $19,000 increase
in the cost of employee benefits.  These increases in non-interest  expense were
offset by a $22,000 decrease in legal expense, a $14,000 decrease in advertising
expense and a $3,000 decrease in office occupancy expense.

Income Taxes
Income taxes  increased  $31,000 to $85,000 in the quarter  ended  September 30,
2001 from  $54,000  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, 2001 as compared to the quarter ended September 30, 2000.

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.  At September 30, 2001 the Company had  commitments  to originate  $4.7
million in single-family loans and commitments to sell $493,000 in loans.

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, 2001,  the  Association  had tangible and core capital of $9.0
million, or 6.14% of adjusted total assets, which was approximately $6.8 million
and $4.6 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At  September  30,  2001,  the  Association  had total  capital of $9.2  million
(including  $9.0  million in core  capital)  and  risk-weighted  assets of $60.5
million,  or total capital of 15.25% of  risk-weighted  assets.  This amount was
$4.4 million above the 8.0% requirement in effect on that date.

                                      -11-

<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, 2001.




                                      -12-

<PAGE>






                                INDEX TO EXHIBITS

Exhibit
Number                     Description
-------                    -----------

11                         Computation of Per Share Earnings








                                      -13-


<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 14, 2001               BY: /s/ Paul Zogas
                                           -------------------------------------
                                           Paul Zogas
                                           President and Chief Executive Officer
                                           and Chief Financial Officer



DATE:  November 14, 2001               BY: /s/ Charles Zogas
                                           -------------------------------------
                                           Charles Zogas
                                           Executive Vice President and
                                           Chief Operating Officer




                                      -14-