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 December 31, 2003

                                       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 February 13, 2004, the Issuer had
             372,600 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 -
           December 31, 2003 (unaudited) and June 30, 2003............... 1

           Consolidated Statements of Earnings -
           Three months ended December 31, 2003 and 2002 and
           Six months ended December 31, 2003 and 2002 (unaudited)....... 2

           Consolidated Statements of Changes in Stockholders' Equity -
           Six months ended December 31, 2003 (unaudited)................ 3

           Consolidated Statements of Cash Flows - Six months
           ended December 31, 2003 and 2002 (unaudited).................. 4

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

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

  Item 3.  Controls and Procedures........................................16

Part II.  OTHER INFORMATION...............................................17

     Index to Exhibits....................................................18

<PAGE>



<TABLE>
<CAPTION>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------


Part I -- FINANCIAL INFORMATION


Item 1.  FINANCIAL STATEMENTS
Consolidated Statements of Financial Condition


Assets
------                                                        December 31,     June 30,
                                                                  2003          2003
                                                              ------------   -----------
                                                              (Unaudited)
<S>                                                           <C>              <C>
Cash and amounts due from depository institutions             $  4,548,471     3,742,724
Interest-bearing deposits                                       47,163,186    45,678,341
                                                              ------------   -----------
Total cash and cash equivalents                                 51,711,657    49,421,065
Investment securities available for sale, at fair value          1,274,375     6,388,900
Mortgage-backed securities, held to maturity (fair value:
  December 31, 2003 - $4,239,312;
  June 30, 2003 - $6,425,722)                                    4,181,239     6,272,466
Loans receivable (net of allowance for loan losses:
  December 31, 2003 - $429,472;
  June 30, 2003 - $409,560)                                     93,870,050    92,932,253
Loans receivable held for sale                                     263,311       367,300
Stock in Federal Home Loan Bank of Chicago                       1,029,700       996,200
Office properties and equipment, net                             2,468,005     2,607,389
Accrued interest receivable                                        354,855       448,762
Prepaid expenses and other assets                                  655,981       542,049
                                                              ------------   -----------
Total assets                                                  $155,809,173   159,976,384
                                                              ============   ===========
Liabilities and Stockholders' Equity
------------------------------------

Liabilities:
Deposits                                                      $143,029,005   147,489,604
Advance payments by borrowers for taxes and insurance              864,828       998,779
Other liabilities                                                  397,696       431,854
                                                              ------------   -----------
Total liabilities                                              144,291,529   148,920,237
                                                              ------------   -----------
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 372,600 shares
  at December 31, 2003 and June 30, 2003                             3,726         3,726
Additional paid-in capital                                       3,395,580     3,395,580
Retained earnings - substantially restricted                     7,924,948     7,387,034
Accumulated other comprehensive income, net of income taxes        193,390       269,807
                                                              ------------   -----------
Total stockholders' equity                                      11,517,644    11,056,147
                                                              ------------   -----------
Total liabilities and stockholders' equity                    $155,809,173   159,976,384
                                                              ============   ===========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       1
<PAGE>

<TABLE>
<CAPTION>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------


Consolidated Statements of Earnings

                                            Three Months Ended        Six Months Ended
                                                December 31,             December 31,
                                             2003        2002         2003        2002
                                          ----------   ---------    ---------   ----------
                                                (Unaudited)              (Unaudited)

Interest income:
<S>                                       <C>          <C>          <C>         <C>
  Interest on loans                       $1,326,592   1,455,284    2,843,324   2,937,843
  Interest on mortgage-backed securities      49,584     119,377      120,029     258,558
  Interest on investment securities           29,099     145,042       80,278     330,457
  Interest on interest-bearing deposits      114,681     131,456      225,270     271,768
  Dividends on FHLB stock                     17,719      13,729       33,600      25,028
                                          ----------   ---------    ---------   ----------
Total interest income                      1,537,675   1,864,888    3,302,501   3,823,654
                                          ----------   ---------    ---------   ----------

Interest expense:
  Interest on deposits                       457,903     743,802      948,630   1,528,935
                                          ----------   ---------    ---------   ----------
Total interest expense                       457,903     743,802      948,630   1,528,935
                                          ----------   ---------    ---------   ----------

Net interest income before provision
  for loan losses                          1,079,772   1,121,086    2,353,871   2,294,719
Provision for loan losses                     15,000      15,000       30,000      30,000
                                          ----------   ---------    ---------   ----------
Net interest income after provision
  for loan losses                          1,064,772   1,106,086    2,323,871   2,264,719
                                          ----------   ---------    ---------   ----------

Non-interest income:
  Loan fees and service charges               99,610     142,838      274,102     271,788
  Commission income                           19,623      23,406       37,626      41,777
  Profit on sale of loans                      2,515       3,467       11,112      16,598
  Deposit related fees                       123,403     133,627      250,237     265,462
  Gain on satisfaction of
    foreclosure judgments                         --          --      433,285          --
  Other income                                15,180      14,143       44,877      27,338
                                          ----------   ---------    ---------   ----------
Total non-interest income                    260,331     317,481    1,051,239     622,963
                                          ----------   ---------    ---------   ----------

Non-interest expense:
  Staffing costs                             653,371     664,343    1,364,017   1,300,423
  Advertising                                 19,071      14,627       36,979      29,204
  Occupancy and equipment expenses           186,668     192,985      384,773     379,559
  Data processing                             51,155      49,322      103,774      98,960
  Federal deposit insurance premiums           5,592       5,885       11,443      11,860
  Other                                      230,881     236,873      467,157     488,876
                                          ----------   ---------    ---------   ----------
Total non-interest expense                 1,146,738   1,164,035    2,368,143   2,308,882
                                          ----------   ---------    ---------   ----------

Income before income taxes                   178,365     259,532    1,006,967     578,800
Income tax provision                          60,644      88,241      342,369     196,792
                                          ----------   ---------    ---------   ----------
Net income                                $  117,721     171,291      664,598     382,008
                                          ==========   =========    =========   ==========
Earnings per share (basic)                $      .32         .47         1.78        1.05
                                          ==========   =========    =========   ==========
Earnings per share (diluted)              $      .32         .46         1.78        1.04
                                          ==========   =========    =========   ==========
Dividends declared per common share       $      .17         .15          .34         .30
                                          ==========   =========    =========   ==========

</TABLE>

See accompanying notes to consolidated financial statements.

                                       2
<PAGE>

<TABLE>
<CAPTION>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES
                                ----------------

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, 2003      $3,726    3,395,580    7,387,034      269,807   11,056,147

Comprehensive Income:

  Net Income                                           664,598                   664,598

  Other comprehensive
    income, net of tax:

  Unrealized holding loss
    during the period                                               (76,417)     (76,417)
                                                      ---------    ----------  ---------
Total comprehensive income                             664,598      (76,417)     588,181

  Dividends declared on common
    stock ($0.34 per share)                           (126,684)                 (126,684)
                             --------   ---------    ---------    ----------  ----------
Balance at December 31, 2003  $3,726    3,395,580    7,924,948      193,390   11,517,644
                             ========   =========    =========     ========== ==========

</TABLE>


See accompanying notes to consolidated financial statements.

                                       3

<PAGE>

<TABLE>
<CAPTION>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)                    Six Months Ended
                                                                       December 31,
                                                                  2003           2002
                                                              -------------    -----------
Cash flows from operating activities:
<S>                                                           <C>                 <C>
Net income                                                    $    664,598        382,008
Adjustments to reconcile net income to net cash from
 operating activities:
  Depreciation                                                     148,627        160,349
  Net (accretion) amortization on securities                        (6,040)        11,022
  Provision for loan losses                                         30,000         30,000
  Federal Home Loan Bank stock dividend                            (33,500)       (11,200)
  Proceeds from sale of loans held for sale                        791,450      1,171,806
  Origination of loans held for sale                              (687,461)      (432,000)
  Profit on sale of loans                                          (11,112)       (16,598)
  Decrease in accrued interest receivable                           93,908        105,512
  Decrease in accrued interest payable                              (4,042)        (5,582)
  Decrease in deferred income on loans                            (246,000)       (34,462)
  Increase in other assets                                         (63,454)       (35,201)
  Decrease in other liabilities                                    (30,117)      (253,801)
                                                               -------------  -----------
Net cash provided by operating activities                         646,857      1,071,853
                                                              -------------   -----------

Cash flows from investing activities:
  Proceeds from repayments of mortgage backed securities,
    held to maturity                                             2,096,007      2,429,587
  Proceeds from maturities of investment securities,
    held to maturity                                                 -          5,000,000
  Proceeds from maturities of investment securities,
    available for sale                                           5,000,000          -
  Loan disbursements                                           (28,310,353)   (27,140,249)
  Loan repayments                                               27,588,556     20,086,018
  Property and equipment expenditures                               (9,243)       (51,667)
                                                              -------------   -----------
Net cash provided by investing activities                        6,364,967        323,689
                                                              -------------   -----------

Cash flows from financing activities:
  Deposit account receipts                                     202,464,941    219,601,715
  Deposit account withdrawals                                 (207,823,360)  (214,179,736)
  Interest credited to deposit accounts                            897,821      1,457,751
  Payment of dividends                                            (126,684)      (109,192)
  Decrease in advance payments by borrowers
    for taxes and insurance                                       (133,950)        (9,392)
                                                              -------------   -----------
Net cash provided (for) by financing activities                 (4,721,232)     6,761,146

Net change in cash and cash equivalents                          2,290,592      8,156,688
Cash and cash equivalents at beginning of period                49,421,065     32,921,438
                                                              -------------   -----------

Cash and cash equivalents at end of period                    $ 51,711,657     41,078,126
                                                              =============   ===========
Cash paid during the period for:
  Interest                                                    $    952,672      1,534,517
  Income taxes                                                     327,390        419,624
                                                              =============   ===========

</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
accounting  principles  generally  accepted  in the  United  States of  America.
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  accounting  principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities and disclosures of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
The results of operations for the three months and six months ended December 31,
2003 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  accounts and  transactions  have been  eliminated  in
consolidation.

Note C - Earnings Per Share
Earnings per share for the three month and six month periods ended  December 31,
2003 and 2002 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 D - 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 E - Effect of New Accounting Pronouncements
In  January  2003,  the FASB  issued  Interpretation  No. 46  "Consolidation  of
Variable Interest  Entities",  which provides new accounting guidance on when to
consolidate a variable  interest entity. A variable  interest entity exists when
either  the total  equity  investment  at risk is not  sufficient  to permit the
entity to finance its activities by itself,  or the equity investors lack one of
three  characteristics  associated with owning a controlling financial interest.
Those  characteristics  include the direct or indirect ability to make decisions
about an  entity's  activities  through  voting  rights or similar  rights,  the
obligation to absorb the expected loss of an entity if they occur, and the right
to receive the expected residual return of the entity if they occur. The Company
does not expect that the  adoption of this  Interpretation  will have a material
impact on its consolidated financial statements.

                                       5

<PAGE>


Note E - Effect of New Accounting Pronouncements (continued)
In April 2003,  the FASB  issued SFAS No. 149  "Amendment  of  Statement  133 on
Derivative  Instruments  and  Hedging  Activities".  The  Statement  amends  and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including certain derivative hedging activities under SFAS No. 133,  "Accounting
for Derivative  Instruments and Hedging Activities".  In general, this Statement
should  be  applied  prospectively.   The  Company  does  not  expect  that  the
application of this Statement will materially impact its consolidated  financial
statements.

In May 2003,  the FASB issued  SFAS No. 150  "Accounting  for Certain  Financial
Instruments with Characteristics of both Liabilities and Equity". This Statement
established  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments with characteristics of both liabilities and equity. This
Statement is effective for financial  statements  entered into or modified after
May 31, 2003,  and  otherwise is effective at the beginning of the first interim
period beginning after June 15, 2003.  Adoption of this Statement did not have a
material effect on the Company's consolidated financial statements.

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

                                       6


<PAGE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Item 2. 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  and real estate  values 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 for the purpose of becoming the thrift  holding  company for
Midland  Federal Savings and Loan  Association  (the  "Association"  or "Midland
Federal").  The  Association  converted  from a federal  mutual savings and loan
association  to a federal  stock savings and loan  association  on June 30, 1993
(the "Conversion"). In the Conversion, 345,000 shares of common stock, par value
of $.01 per share,  of the  Association  were sold in an initial public offering
for an aggregate  consideration of $3.45 million.  On July 23, 1998, as a result
of a  reorganization,  the Association  became a wholly owned  subsidiary of the
Company,  and each outstanding share of common stock of the Association  became,
by operation  of law, one share of common stock of the Company.  At December 31,
2003 there were 372,600 shares of the Company's common stock outstanding.

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.  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 December 31,  2003,  Midland  Federal's  capital  ratios  exceeded all of its
regulatory  capital  requirements  with both tangible and core capital ratios of
6.50% and a risk-based capital ratio of 13.00%.

FINANCIAL CONDITION
At December 31, 2003,  total assets of the Company  decreased by $4.2 million to
$155.8 million from $160.0 million at June 30, 2003. Loans receivable, including
loans held for sale,  increased  $834,000 to $94.1 million at December 31, 2003.
The Company  originated  $29.0 million of primarily  fixed rate loans during the
six months  ended  December  31,  2003  compared to loan  originations  of $27.6
million during the prior year period.  The higher loan origination volume in the
current six month period was  concentrated  in the quarter  ended  September 30,
2003 and offset lower loan origination volumes in the quarter ended December 31,
2003 as interest rates increased during the current six month period. Offsetting
loan originations in the current period were loan repayments of $27.6 million as
well as loan sales of $791,000.  There were no new purchases of  mortgage-backed
securities  during the six months  ended  December  31,  2003 and the balance of
mortgage-backed  securities  decreased  by $2.1  million to $4.2  million due to
repayments and amortization.

The balance of investment  securities  available for sale decreased $5.1 million
to $1.3 million at December  31, 2003  compared to $6.4 million at June 30, 2003
due to the maturity of $5.0 million in securities. Gross unrealized gains in the
available  for sale  portfolio  were  $293,000 at December 31, 2003  compared to
gross  unrealized  gains of $409,000 at June 30, 2003,  reflecting  the negative
impact of higher  interest  rates and to a lesser  extent the  maturity  of $5.0
million of  investment  securities  available  for sale.  The  weighted  average
remaining  term  to  maturity  of  the  Company's  total  investment  securities
portfolio at December 31, 2003 was 13.2 years.

In response to the increase in economic  activity and in  anticipation of upward
pressure on interest  rates in 2004,  the Company  increased the balance of cash
and cash  equivalents by $2.3 million to $51.7 million at December 31, 2003 from
$49.4 million at June 30, 2003.

Non-performing  assets  consisted of $485,000 in non-accruing  loans at December
31, 2003 compared to $482,000 at June 30, 2003.  Non-accruing  loans at December
31, 2003 consisted of $475,000 in one-to-four family residential  mortgage loans
and $10,000 in non-mortgage  loans.  The allowance for loan losses  increased by
$20,000 to  $430,000  at  December  31, 2003 as a result of $30,000 in loan loss
provision  offset by $10,000 in net loan charge offs during the six months ended
December 31, 2003.  At December 31, 2003 the  Company's  ratio of allowance  for
loan losses to  non-performing  loans was 88.48%  compared to 84.80% at June 30,
2003. Management believes that the current allowance for loan losses is adequate
to cover probable accrued losses in the portfolio.

                                       8


<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

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


                                          December 31,    June 30,
                                              2003          2003

                                             (Dollars in Thousands)
Non-Accruing Loans:
  One-to-four family                        $ 475           $ 472
  Multi-family                                 --              --
  Consumer                                     10              10
  Commercial business                          --              --
                                             -----           -----
     Total non-performing loans             $ 485           $ 482
                                             -----           -----

Foreclosed Assets:
     One-to-four family                        --              --
                                             -----           -----
            Total foreclosed assets            --              --
                                             -----           -----

Total non-performing assets                 $ 485           $ 482
                                             =====           =====
Total as a percentage of total assets        0.31%           0.30%
                                             =====           =====

As of December  31,  2003,  there were no loans not  included in the above table
where known  information  about the possible credit problems of borrowers caused
management  to have  serious  doubts as to the ability of the borrower to comply
with present loan  repayment  terms and which may result in  disclosure  of such
loans in the future.


                                       9
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

FINANCIAL CONDITION (continued)

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

                                                        Six Months Ended
                                                          December 31,
                                                        2003         2002
                                                     ----------   ----------
                                                    (Dollars in Thousands)

Balance at beginning of period                        $  410      $ 350
                                                        -----      -----
Charge-offs:
  One-to-four family loans                                --         --
  Consumer loans                                          10          2
  Commercial business loans                               --         --
                                                        -----      -----
    Total charge-offs                                     10          2
                                                        -----      -----

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

Net (charge-offs) recoveries                             (10)        (1)
Additions charged to operations                           30         30
                                                        -----      -----
Balance at end of period                              $  430      $ 379
                                                        =====      =====
Ratio of net charge-offs during the period to
 average loans outstanding during the period             .01%       .00%

Ratio of net charge-offs during the period to
 average non-performing assets                          2.25%       .10%

Allowance for loan losses to non-performing loans      88.48%     49.72%

Allowance for loan losses to total loans                0.45%      0.41%

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 probable  accrued losses in the portfolio,  there can be
no assurance that such losses will not exceed the estimated amounts.

Deposits for the six months ended  December 31, 2003 decreased $4.5 million as a
result of withdrawals,  net of deposits, in the amount of $5.4 million offset by
interest  credited to deposits in the amount of  $898,000.  The net  decrease in
savings  deposits  is  primarily  attributed  to  a  $3.4  million  decrease  in
certificate of deposit  accounts,  a $1.4 million decrease in NOW accounts and a
$173,000  decrease in passbook  deposits offset by a $283,000  increase in money
market accounts and a $141,000 increase in demand deposit accounts. The decrease
in  certificate  of  deposit  accounts  is  primarily  attributed  to  increased
competition  for such deposits as well as  management's  view that current asset
yields did not justify aggressive deposit pricing.

                                       10

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


FINANCIAL CONDITION (continued)
Stockholders' equity increased $461,000,  or 4.2%, to $11.52 million at December
31, 2003 from $11.06  million at June 30, 2003.  The  increase in  stockholders'
equity was due to net income of  $665,000  offset by a decrease  in  accumulated
other  comprehensive  income of $77,000 and the payment of cash dividends in the
amount of $127,000.

RESULTS OF OPERATIONS
The Company had net income of $118,000 for the quarter  ended  December 31, 2003
compared to net income of $171,000 for the quarter ended  December 31, 2002. The
decrease  in net  income  in the  current  quarter  is the  result  of a $41,000
decrease in net interest income and a $57,000  decrease in  non-interest  income
offset by a $17,000  decrease in non-interest  expense and a $28,000 decrease in
income taxes.

For the six  months  ended  December  31,  2003 the  Company  had net  income of
$665,000  compared to net income of $382,000 for the six months  ended  December
31,  2002.  The  increase in net income in the  current six month  period is the
result of a $59,000  increase in net interest income and a $428,000  increase in
non-interest income which offset a $59,000 increase in non-interest  expense and
a $145,000  increase in income  taxes.  The increase in net interest  income was
primarily the result of the collection of non-accruing  loan interest during the
current  period in the amount of $216,000 due to a loan workout  agreement  that
was paid in full during the quarter  ended  September  30,  2003.  Net  interest
income in the prior year period also  included the  collection  of  non-accruing
loan  interest in the amount of $42,000  under the same loan workout  agreement.
The  increase in  non-interest  income in the current six month  period was also
primarily due to payments on the loan workout agreement,  discussed above. For a
discussion  on the  increases  in  both  non-interest  income  and  non-interest
expense, respectively, see "Non-Interest Income" and "Non-Interest Expense."

Net of the  collection of  non-accruing  loan interest in the prior year period,
discussed above,  the Company's  interest rate spread decreased to 2.75% for the
quarter  ended  December  31,  2003 from 2.80% for the prior year  quarter.  The
decrease in  interest  rate  spread was  partially  offset by an increase in the
average  balance of net earning assets  (average  interest  earning assets minus
average interest bearing liabilities). The average balance of net earning assets
in the quarter  ended  December  31,  2003  increased  by $2.5  million to $16.4
million compared with the prior year period.

For  the  six  months  ended  December  31,  2003,  net  of  the  collection  of
non-accruing  loan  interest in both  periods,  discussed  above,  interest rate
spread  decreased to 2.71% compared to 2.84% in the prior year six month period.
Interest  rate spread  declined in both the three and six months ended  December
31,  2003  compared  with the prior year  periods  as a result of high  mortgage
refinancing  activity at lower market interest rates and lower investment yields
on the  Company's  investment  securities.  The  average  balance of net earning
assets in the six months ended  December  31, 2003  increased by $1.8 million to
$16.1 million compared with the prior year period.

Interest Income
Interest income decreased $327,000, or 17.5%, for the quarter ended December 31,
2003  compared with the prior year quarter  ($321,000  net of the  collection of
non-accruing  loan interest in the prior year period).  The decrease in interest
income was the result of a decrease  in the  average  yield  earned on  interest
earning  assets to 4.13% for the quarter  ended  December  31, 2003  compared to
5.02% in the year earlier  period,  net of the collection of  non-accruing  loan
interest,  discussed above. The average  outstanding balance of interest earning
assets  increased  $458,000 to $148.8 million for the quarter ended December 31,
2003 as compared with the prior year period.

                                       11

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
For the six months ended December 31, 2003,  interest income decreased $521,000,
or 13.6%,  from the 2002 period  ($695,000 net of the collection of non-accruing
loan interest in both periods).  The decrease in interest income for the current
six month  period was the result of a decrease  in the average  yield  earned on
interest earning assets.  Net of the collection of non-accruing loan interest in
both periods,  discussed  above,  the average yield on interest  earning  assets
decreased to 4.13% compared to 5.15% for the year earlier  period.  The decrease
in the average  yield earned on interest  earning  assets  offset a $2.4 million
increase in the average outstanding balance of interest earning assets to $149.4
million for the six months ended  December 31, 2003 from $147.0  million for the
six months ended December 31, 2002.

Interest on loans receivable  decreased $129,000,  or 8.8%, in the quarter ended
December 31, 2003,  compared  with the prior year quarter  ($123,000  net of the
collection of non-accruing loan interest in the prior year period),  as a result
of a decrease in the average  yield earned on net loans  receivable.  Net of the
collection of non-accruing  loan interest in the prior year period,  the average
yield  earned  on loans  receivable  decreased  to 5.68% for the  quarter  ended
December 31, 2003 as compared to 6.34% for the prior year quarter.  The decrease
in the average yield earned on net loans  receivable was primarily the result of
prepayments of higher  yielding  loans combined with increased loan  origination
activity at lower mortgage  interest rates. The decrease in the average yield on
loans  receivable  was offset in part by a $2.1 million  increase in the average
outstanding  balance of net loans  receivable  to $93.5  million for the quarter
ended December 31, 2003 from $91.4 million for the prior year quarter.

Interest on  mortgage-backed  securities  decreased  $70,000,  or 58.5%, for the
quarter  ended  December  31,  2003 from the  comparable  quarter  in 2002.  The
decrease in interest  income is attributed to a decrease in the average  balance
of  mortgage-backed  securities  due to  repayments as well as a decrease in the
average  yield  earned on  mortgage-backed  securities.  For the  quarter  ended
December 31, 2003, the average balance of mortgage-backed  securities  decreased
$4.2 million to $4.3 million  from $8.5 million in the prior year  quarter.  The
average yield earned on  mortgage-backed  securities also decreased to 4.63% for
the quarter ended  December 31, 2003 from 5.63% for the quarter  ended  December
31, 2002. The decrease in the average yield earned on mortgage-backed securities
was  primarily  the result of a decrease  in the yield  earned on the  Company's
balance of adjustable rate mortgage-backed securities,  which re-priced at lower
yields as market interest rates decreased between the two quarterly periods.

Interest earned on investment  securities decreased $116,000,  or 79.9%, for the
quarter  ended  December  31,  2003 from the prior  year  period  due to a $10.1
million decrease in the average outstanding balance of investment  securities to
$2.5 million from $12.6 million in the 2002 quarter. The average yield earned on
investment securities increased to 4.92% for the quarter ended December 31, 2003
from 4.58% in the year earlier  period as lower yielding  securities  within the
investment securities portfolio matured and were not replaced.

                                       12

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)
Interest earned on interest bearing deposits  decreased  $17,000,  or 12.8%, for
the quarter ended  December 31, 2003 from the same quarter in 2002. The decrease
in interest  income is  attributed  to a decrease in the average yield earned on
interest bearing deposits.  For the quarter ended December 31, 2003, the average
yield earned on interest bearing deposits  decreased to 0.97% from 1.52% for the
quarter  ended  December 31, 2002.  The decrease in the average  yield earned on
interest  bearing deposits was offset by a $12.6 million increase in the average
balance of interest  bearing deposits to $47.5 million from $34.9 million in the
2002  quarter.  The $12.6  million  increase in the average  balance of interest
bearing  deposits  was  primarily  funded by the $10.1  million  decrease in the
average balance of investment securities, discussed above. The Company increased
its average balance of interest  bearing deposits in anticipation of an increase
in economic activity and interest rates in 2004.

For the six  months  ended  December  31,  2003  interest  on  loans  receivable
decreased $95,000, or 3.2%, compared with the prior year period ($268,000 net of
the collection of non-accruing loan interest in both periods),  as a result of a
decrease  in the  average  yield  earned  on net  loans  receivable.  Net of the
collection of non-accruing  loan interest in both periods,  discussed above, the
average yield earned on loans  receivable  decreased to 5.67% for the six months
ended  December  31, 2003 as compared  to 6.45% for the prior year  period.  The
decrease in the average yield on loans  receivable  was offset in part by a $2.9
million increase in the average  outstanding  balance of net loans receivable to
$92.8 million for the six months ended December 31, 2003.

For the six months ended  December 31, 2003 interest  earned on mortgage  backed
securities  decreased  $139,000 to $225,000.  The decrease in interest income is
attributed to a decrease in the average  outstanding  balance of mortgage-backed
securities as well as a decrease in the average yield earned on  mortgage-backed
securities.  The  average  outstanding  balance  of  mortgage-backed  securities
decreased by $4.1 million to $4.9 million for the six months ended  December 31,
2003  from  $9.0  million  in the 2002  period.  The  average  yield  earned  on
mortgage-backed  securities  also  decreased  to 4.89% for the six months  ended
December 31, 2003 from 5.76% for the comparable prior year period.

For the six  months  ended  December  31,  2003  interest  earned on  investment
securities  decreased $250,000 to $80,000 from $330,000 for the six months ended
December 31, 2002.  The decrease in interest  income is attributed to a decrease
in the  average  outstanding  balance  of  investment  securities  as  well as a
decrease in the  average  yield  earned on  investment  securities.  The average
outstanding  balance of investment  securities declined by $10.1 million to $3.8
million for the six months  ended  December  31, 2003 from $13.9  million in the
2002 period. The average yield earned on investment securities also decreased to
4.50% for the six months ended  December  31, 2003 from 4.74% in the  comparable
prior year period.

For the six months ended December 31, 2003 interest  earned on interest  bearing
deposits  decreased  $46,000  from the year  earlier  period.  The  decrease  in
interest  income was  primarily due to a decrease in the average yield earned on
interest  bearing  deposits to 0.96% for the six months ended  December 31, 2003
from 1.64% for the prior year period.  The decrease in the average  yield earned
on  interest  bearing  deposits  was offset by a $13.5  million  increase in the
average  outstanding  balance of interest  bearing deposits to $46.9 million for
the six months  ended  December 31, 2003 from $33.4  million for the  comparable
prior year period.

                                       13


<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Expense
Interest expense  decreased  $286,000,  or 38.4%, for the quarter ended December
31, 2003 compared with the prior year quarter.  The decrease in interest expense
is primarily  attributable  to a decrease in the average  yield paid on interest
costing deposits to 1.38% for the quarter ended December 31, 2003 from 2.21% for
the quarter ended December 31, 2002. The average outstanding balance of interest
costing  deposits  also  decreased  by $2.1  million to $132.3  million  for the
quarter ended December 31, 2003 from $134.4 million for the prior year quarter.

For the six months ended December 31, 2003 interest expense  decreased  $580,000
to  $949,000  from $1.5  million  for the prior year  period.  The  decrease  in
interest  expense  was the result of a  decrease  in the  average  yield paid on
interest  costing  deposits to 1.42% for  current  year period from 2.31% in the
prior year period.  The decrease in the average  yield paid on interest  costing
deposits  offset a  $566,000  increase  in the  average  outstanding  balance of
interest  costing  deposits to $133.3 million for the current period from $132.7
million for the year earlier period.

Provisions for Losses on Loans
The Company  maintains  an  allowance  for loan losses  based upon  management's
periodic  evaluation of probable  accrued losses in the portfolio based on known
and  inherent  risks  in the  loan  portfolio,  the  Company's  past  loan  loss
experience,  adverse  situations  that may  affect  borrowers'  ability to repay
loans,  estimated  value of the  underlying  collateral and current and expected
market  conditions.  The allowance for loan loses totaled  $430,000,  or .45% of
total loans, at December 31, 2003 compared to $410,000,  or .44% of total loans,
at June 30,  2003.  The $20,000  increase in the  Company's  allowance  for loan
losses  during the  current  six month  period was the result of $30,000 in loan
loss  provisions  net of $10,000 in charge offs.  At December  31,  2003,  after
consideration of the high  concentration of one-to-four family mortgage loans in
the loan  portfolio,  peer  data,  current  economic  conditions,  trends in the
portfolio,  the low level of loan charge offs and the strong housing market, the
$430,000  allowance  for  loan  losses  was  determined  by  the  Company  to be
sufficient to cover probable  accrued  losses in the loan  portfolio  consistent
with its policy for the establishment and maintenance of adequate levels of loan
loss reserves.

Non-Interest Income
Non-interest  income decreased $57,000 to $260,000 in the quarter ended December
31, 2003 from  $317,000 in the quarter  ended  December  31,  2002.  The primary
factors for the decrease in  non-interest  income in the current  quarter were a
$43,000 decrease in loan fees and service charges, a $10,000 decrease in deposit
related fees and a $4,000  decrease in commission  income.  The decrease in loan
fees and  service  charges  is  attributed  to a  decrease  in loan  origination
activity as loan originations  decreased to $10.1 million in the current quarter
from $15.2 million in the prior year quarter.

For the six  months  ended  December  31,  2003  non-interest  income  increased
$428,000 to $1.05 million from  $623,000 in the prior year period.  The increase
in  non-interest  income in the current six month period compared with the prior
year period is primarily  attributed to a $433,000 gain on the  satisfaction  of
foreclosure  judgments  resulting  from the payment in full of the loan  workout
agreement,  discussed  above.  Non-interest  income  decreased in the six months
ended  December 31, 2003 due to a $15,000  decrease in deposit  related  fees, a
$5,000  decrease  in  profit  on the sale of  loans  and a  $4,000  decrease  in
commission income.

                                       14

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Non-Interest Expense
Non-interest  expense  decreased  $17,000 to $1.15  million in the quarter ended
December  31,  2003  compared  to  the  prior  year  quarter.  The  decrease  in
non-interest  expense is primarily the result of an $11,000 decrease in staffing
costs,  a $6,000  decrease in office  occupancy  expense,  a $4,000  decrease in
professional  fees  and a $4,000  decrease  in  computer  software  and  support
expense.  The decrease in staffing  costs is primarily  attributed  to a $23,000
decrease in loan origination  commissions,  due to a decrease in lending volume,
offset by a $13,000 increase in costs for employee medical and pension benefits.

For the six months  ended  December  31,  2003  non-interest  expense  increased
$59,000 to $2.37  million  from $2.31  million  in the prior  year  period.  The
primary  factors  for the  increase in  non-interest  expense in the current six
month period were a $64,000  increase in staffing  costs,  an 8,000  increase in
advertising  expense,  a $6,000 increase in professional fees, a $5,000 increase
in office  occupancy  expense  and a $5,000  increase in data  processing  fees.
Non-interest  expense was decreased in the six months ended December 31, 2003 as
a result of a $30,000  decrease in computer  software and support  expense.  The
increase in staffing  costs is  primarily  attributed  to a $34,000  increase in
costs for employee  medical and pension  benefits and an $8,000 increase in loan
origination commissions compared with the prior year period.

Income Taxes
Income taxes decreased $27,000 to $61,000 in the quarter ended December 31, 2003
from $88,000 for the prior year quarter as a result of the decrease in operating
income from the prior year quarter.  For the six months ended  December 31, 2003
income taxes  increased  $145,000 to $342,000  compared to $197,000 in the prior
year period. The effective income tax rate in all periods presented was 34.0%.

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 December 31, 2003 the Company had  commitments  to  originate  $2.0
million in loans, all of which were one-to-four family 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 December 31,  2003,  the  Association  had tangible and core capital of $10.1
million, or 6.50% of adjusted total assets, which was approximately $7.8 million
and $5.4 million above the minimum  requirements  in effect on that date of 1.5%
and 3.0%, respectively, of adjusted total assets.

At  December  31,  2003,  the  Association  had total  capital of $10.5  million
(including  $10.1  million in core  capital) and  risk-weighted  assets of $82.0
million,  or total capital of 13.00% of  risk-weighted  assets.  This amount was
$4.0 million above the 8.0% requirement in effect on that date.

                                       15

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Item 3.  CONTROLS AND PROCEDURES
The Company has adopted interim disclosure  controls and procedures  designed to
facilitate the Company's  financial  reporting.  The interim disclosure controls
currently  consist of  communications  between the Chief Executive and Financial
Officer and each  department  head to  identify  any new  transactions,  events,
trends,   risks  or  contingencies  which  may  be  material  to  the  Company's
operations.  In addition,  the Chief  Executive  and  Financial  Officer and the
Company's  independent  auditors also meet on a quarterly  basis and discuss the
Company's  material  accounting  policies.  Finally,  the  Chief  Executive  and
Financial  Officer and certain of the Company's other Officers meet on a regular
basis to review the Company's financial statements and certain documents related
to material  transactions.  The Company's Chief Executive and Financial  Officer
has evaluated the effectiveness of these interim  disclosure  controls as of the
end of the period covered by this report and found them to be adequate.

The Company maintains internal control over financial reporting.  There have not
been any significant  changes in such internal control over financial  reporting
in the last quarter that has  materially  affected,  or is reasonably  likely to
materially affect, the Company's internal controls over financial reporting.

                                       16

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION

PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS
From time to time, the  Association is a party to legal  proceedings  wherein it
enforces its security interest or is a defendant to certain lawsuits arising out
of the ordinary course of its business.  Neither the Company nor the Association
believes  that  it is a  party  to any  legal  proceedings  which  if  adversely
determined  would have a material  adverse effect on its financial  condition at
this time.

Item 2.  CHANGES IN SECURITIES
Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES
Not applicable.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On October 22, 2003 the  shareholders  held their annual meeting to consider and
act upon the election of Mr.  Algerd  Brazis and Mr.  Charles  Zogas to serve as
directors for terms of three years and the  ratification  of the  appointment of
Cobitz,  VandenBerg  & Fennessy as auditors  for the Company for the fiscal year
ending  June  30,  2004.  Both  of the  foregoing  items  were  approved  by the
shareholders  at the meeting by the  following  vote totals  based upon  372,600
shares outstanding and entitled to vote at the meeting.

I.   Election of Directors -- 352,899 shares voted, as follows:
     Algerd Brazis: 349,799 votes FOR; 3,100 votes WITHHELD.
     Charles Zogas: 349,799 votes FOR; 3,100 votes WITHHELD.

II.  Ratification  of the  appointment  of  Cobitz,  VandenBerg  &  Fennessy  as
     auditors  for the  Company  for the fiscal  year  ending  June 30,  2004 --
     344,024 shares voted, as follows:

     FOR: 352,799
     AGAINST: -0-
     ABSTAIN: 100

Item 5.  OTHER INFORMATION
Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K
     (a)  Exhibits:
          See Exhibit Index.
     (b)  Reports on Form 8-K:

     On October 31,  2003,  the Company  filed a report on Form 8-K  attaching a
press release  announcing  its fiscal first  quarter  earnings and declaring its
regular cash  dividend.  No other reports on Form 8-K have been filed during the
three month period ended December 31, 2003.

                                       17

<PAGE>
                                INDEX TO EXHIBITS

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

11          Computation of Per Share Earnings

31.1        Rule 13a-14(a)/15d-14(a) Certification

32.1        Certification pursuant to Section 906 of the Sarbanes-Oxley
            Act of 2002

                                       18

<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:  February 13, 2004    BY: /s/ Paul Zogas
                                ------------------------------------------------
                                Paul Zogas
                                President, Chief Executive Officer
                                and Chief Financial Officer



DATE:  February 13, 2004    BY: /s/ Charles Zogas
                                ------------------------------------------------
                                Charles Zogas
                                Executive Vice President and
                                Chief Operating Officer



                                       19

<PAGE>