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

                                  FORM 10-QSB


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

          For the quarterly period ended March 31, 2000

                                       OR

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

          For the transition period from ________ to __________


                         Commission File Number 1-14343


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


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

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

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

     Check whether the Issuer (1) has filed all reports  required to be filed by
Section 13 or 15 (d) of the  Exchange Act during the past 12 months (or for such
shorter period that the  registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes (X) No
                                                                       ---   ---

     Transitional Small Business Disclosure Format.  Yes      No  (X)
                                                        ----      ----

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

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

                       As of May 15, 2000, the Issuer had
             363,975 shares of Common Stock issued and outstanding.
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION


Part  I.  FINANCIAL INFORMATION                                             PAGE

     Item 1.  Financial Statements
              Consolidated Statements of Financial Condition -
              March 31, 2000 (unaudited) and June 30, 1999.................... 1

              Consolidated Statements of Earnings -
              Three months ended March 31, 2000 and 1999 and
              Nine months ended March 31, 2000 and 1999 (unaudited)........... 2

              Consolidated Statements of Changes in Stockholders' Equity -
              Nine months ended March 31, 2000 (unaudited).................... 3

              Consolidated Statements of Cash Flows - Nine months
              ended March 31, 2000 and 1999 (unaudited)....................... 4

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

     Item 2.  Management's Discussion and Analysis of Financial
              Condition and Results of Operations.......................... 7-13


Part II.  OTHER INFORMATION.................................................. 14

     Index to Exhibits....................................................... 15

<PAGE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Part I  FINANCIAL INFORMATION

Consolidated Statements of Financial Condition

<TABLE>

Assets                                                          March 31,        June 30,
------                                                            2000             1999
                                                               ------------     -----------
<S>                                                           <C>               <C>
                                                               (Unaudited)
Cash and amounts due from
  depository institutions                                     $  2,765,496        3,933,658
Interest-bearing deposits                                       36,948,211       31,086,638
Total cash and cash equivalents                                 39,713,707       35,020,296
Investment securities, held to maturity (fair value:
  March 31, 2000 - $19,828,906;
  June 30, 1999 - $19,933,594)                                  19,989,221       19,994,152
Investment securities available for sale, at fair value          5,031,892        5,098,307
Mortgage-backed securities, held to maturity (fair value:
  March 31, 2000 - $22,270,109;
  June 30, 1999 - $15,938,491)                                  22,515,911       15,881,826
Loans receivable (net of allowance for loan losses:
  March 31, 2000 - $371,813;
  June 30, 1999 - $365,863)                                     49,927,553       48,914,195
Loans receivable, held for sale                                    198,515          435,150
Real estate owned, net                                                   0          276,372
Stock in Federal Home Loan Bank of Chicago                         636,000          636,000
Office properties and equipment, net                             2,448,737        2,594,050
Accrued interest receivable                                        715,327          611,966
Prepaid expenses and other assets                                  795,853          730,969
                                                              ------------      -----------
Total assets                                                  $141,972,716      130,193,283
                                                              ------------      -----------

Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Deposits                                                      $132,069,002      120,224,584
Advance payments by borrowers for taxes and insurance              384,245          570,814
Other liabilities                                                  395,028          402,356
                                                              ------------      -----------
Total liabilities                                              132,848,275      121,197,754
                                                              ------------      -----------

Stockholders' equity:
Preferred stock, $.01 par value:
  authorized 1,000,000 shares; none outstanding                      -                 -
Common stock, $.01 par value: authorized 5,000,000
  shares; issued and outstanding 363,975 shares
  at March 31, 2000 and June 30, 1999                                3,640            3,640
Additional paid-in capital                                       3,274,654        3,271,315
Retained earnings - substantially restricted                     5,831,146        5,685,591
Accumulated other comprehensive income, net of income taxes         35,723           80,030
Common stock awarded by Bank Incentive Plan                        (20,722)         (45,047)
                                                              ------------      -----------
Total stockholders' equity                                       9,124,441        8,995,529
                                                              ------------      -----------
Total liabilities and stockholders' equity                    $141,972,716      130,193,283
                                                              ------------      -----------
See accompanying notes to consolidated financial statements.
</TABLE>


                                      -1-
<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Earnings
<TABLE>

                                            Three Months Ended       Nine Months Ended
                                                 March 31,                March 31,
                                             2000        1999         2000        1999
                                           ---------   ---------    ---------   ---------
<S>                                        <C>          <C>          <C>        <C>
                                                (Unaudited)              (Unaudited)

Interest income:
  Interest on loans                       $  931,169     895,134    2,739,685   2,529,907
  Interest on mortgage-backed securities     374,697     286,659    1,044,079     951,890
  Interest on investment securities          347,917     296,586    1,038,296     908,512
  Interest on interest-bearing deposits      490,327     329,376    1,420,670   1,077,348
  Dividends on FHLB stock                     11,069       8,812       33,512      27,437
                                           ---------   ---------    ---------   ---------
Total interest income                      2,155,179   1,816,567    6,276,242   5,495,094
                                           ---------   ---------    ---------   ---------
Interest expense:
  Interest on deposits                     1,259,805   1,026,410    3,714,122   3,150,800
                                           ---------   ---------    ---------   ---------
Total interest expense                     1,259,805   1,026,410    3,714,122   3,150,800
                                           ---------   ---------    ---------   ---------

Net interest income                          895,374     790,157    2,562,120   2,344,294
                                           ---------   ---------    ---------   ---------

Non-interest income:
  Loan fees and service charges               34,017      72,888      132,343     258,314
  Commission income                           15,406      29,008       49,416      90,394
  Profit on sale of loans                      5,893      12,799       33,088      39,290
  Profit on sale of REO                        1,108           0        3,360       9,903
  Deposit related fees                       124,815     135,510      376,051     399,913
  Other income                                19,160      51,580       58,223     125,580
                                           ---------   ---------    ---------   ---------
Total non-interest income                    200,399     301,785      652,481     923,394
                                           ---------   ---------    ---------   ---------
Non-interest expense:
  Staffing costs                             489,408     492,742    1,466,465   1,500,836
  Advertising                                 23,232      17,559       90,369      54,208
  Occupancy and equipment expenses           180,640     152,349      541,742     387,334
  Data processing                             49,422      47,405      130,374     157,489
  Federal deposit insurance premiums           6,914      16,709       40,729      47,524
  Provision for loss on REO                        0           0            0       1,528
  Other                                      200,342     191,554      602,032     599,076
                                           ---------   ---------    ---------   ---------
Total non-interest expense                   949,958     918,318    2,871,711   2,747,995
                                           ---------   ---------    ---------   ---------

Income before income taxes                   145,815     173,624      342,890     519,693
Income tax provision                          49,200      59,043      115,440     177,228
                                          ----------   ---------    ---------   ---------
Net income                                $   96,615     114,581      227,450     342,465
                                          ----------   ---------    ---------   ---------

Earnings per share (basic)                $     0.27        0.31          .62         .94
                                          ----------   ---------    ---------   ---------
Earnings per share (diluted)              $     0.26        0.31          .62         .93
                                          ----------   ---------    ---------   ---------
Dividends declared per common share       $     0.075       0.075        0.225       0.225
                                          ----------   ---------    ---------   ---------


</TABLE>

See accompanying notes to consolidated financial statements.

                                      -2-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES


Consolidated Statements of Changes in Stockholders' Equity (Unaudited)
<TABLE>

                                                         Accumulated   Common
                                    Additional              Other       stock
                            Common   Paid-In   Retained Comprehensive  awarded
                            Stock    Capital   Earnings    Income       by BIP   Total
                            ------  ---------  --------- ------------  ------- ---------
<S>                         <C>     <C>        <C>        <C>         <C>      <C>
Balance at June 30, 1999    $3,640  3,271,315  5,685,591    80,030    (45,047) 8,995,529

Comprehensive Income:

  Net Income                                     227,450                         227,450

  Other comprehensive
    income, net of tax:

  Unrealized holding loss
    during the period                                      (44,307)              (44,307)
                                                 -------   -------               -------

Total comprehensive income                       227,450   (44,307)              183,143

  Tax benefit related to
    employee stock plan                3,339                                       3,339

  Amoritzation of award of
    BIP stock                                                          24,325     24,325

  Dividends declared on
    common stock ($0.225
    per share)                                   (81,895)                        (81,895)
                            -----  ---------   ---------   -------     ------  ---------
Balance at March 31, 2000  $3,640  3,274,654   5,831,146    35,723    (20,722) 9,124,441


</TABLE>


See accompanying notes to consolidated financial statements.

                                      -3-

<PAGE>


<TABLE>
                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)                       Nine Months Ended
                                                                            March 31,
                                                                   2000             1999
                                                              - ----------       -----------
<S>                                                          <C>                <C>
Cash flows from operating activities:
Net income                                                    $    227,450        342,465
Adjustments to reconcile net income to net cash from
 operating activities:
  Depreciation                                                     231,443        127,450
  Amortization of premiums and discounts on securities             (31,518)         4,999
  Amortization of cost of stock benefit plan                        24,325         24,326
  Profit on sale of real estate owned                               (3,360)        (9,903)
  Provision for loss on real estate owned                                0          1,528
  Proceeds from sale of loans held for sale                      2,974,000      4,158,025
  Origination of loans held for sale                            (2,737,365)    (3,805,025)
  Profit on sale of loans                                          (33,088)       (39,290)
  (Increase) decrease in accrued interest receivable              (103,361)        11,339
  Increase in accrued interest payable                               6,985          3,601
  Decrease in deferred income on loans                              (5,205)      (108,567)
  Increase in other assets                                          (8,971)      (586,509)
  Decrease in other liabilities                                    (10,974)       (11,586)
                                                             -------------    -----------
Net cash provided by operating activities                          530,361        112,853
                                                             -------------    -----------

Cash flows from investing activities:
  Purchase of mortgage backed securities, held to maturity     (10,007,275)    (1,101,593)
  Proceeds from repayments of mortgage backed securities,
    held to maturity                                             3,398,796      4,888,227
  Purchase of investment securities, held to maturity           (7,489,875)    (7,499,375)
  Proceeds from maturities of investment securities,
    held to maturity                                             7,500,000      7,500,000
  Purchase of Federal Home Loan Bank stock                               0        (17,800)
  Loan disbursements                                            (6,440,720)   (19,455,588)
  Loan repayments                                                5,435,828      8,944,574
  Proceeds from sale of real estate owned                          276,472        153,525
  Property and equipment expenditures                              (86,130)      (353,913)
                                                            --------------    -----------
Net cash provided for investing activities                      (7,412,904)    (6,941,943)
                                                            --------------    -----------

Cash flows from financing activities:
  Deposit receipts                                             323,178,251    284,720,430
  Deposit withdrawals                                         (314,853,203)  (281,504,909)
  Interest credited to deposit accounts                          3,519,370      2,973,883
  Payment of dividends                                             (81,895)       (81,895)
  Decrease in advance payments by borrowers
    for taxes and insurance                                       (186,569)      (181,175)
                                                            --------------    -----------
Net cash provided for financing activities                      11,575,954      5,926,334
                                                            --------------    -----------

Increase (decrease) in cash and cash equivalents                 4,693,411       (902,756)
Cash and cash equivalents at beginning of period                35,020,296     31,994,195
                                                            --------------    -----------
Cash and cash equivalents at end of period                    $ 39,713,707     31,091,439
                                                            --------------    -----------

Cash paid during period for interest                          $  3,707,137      3,147,199
Cash paid during period for income taxes                            20,000        120,260

</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 and nine months ended
March  31,  2000 are not  necessarily  indicative  of the  results  which may be
expected for the entire year.

Note B - Principles of Consolidation

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

Note C - Stock Conversion and Holding Company  Reorganization

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

Note D - Earnings Per Share

     Earnings per share for the three month and nine month  periods  ended March
31, 2000 and 1999 were  determined  by dividing net income for the period by the
weighted  average number of shares of common stock  outstanding  (see Exhibit 11
attached).  Stock  options are  regarded  as common  stock  equivalents  and are
therefore  considered in diluted earnings per share  calculations.  Common stock
equivalents are computed using the treasury stock method.

Note E - Industry Segments

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

                                      -5-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Notes to Consolidated Financial Statements (continued)

Note F - Effect of New Accounting Standards

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

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

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


                                      -6-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

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

GENERAL

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

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

     The Association's  primary market area consists of Southwest  Chicago,  and
the southwest suburban communities of Bridgeview, Oak Lawn, Palos Hills, Hickory
Hills, Justice,  Burbank,  Chicago Ridge, Lockport,  Orland Park and Lemont. The
Company  serves these  communities  through its main office in  Bridgeview,  two
branch banking offices in southwest Chicago and a third branch banking office in
Homer  Township,   Illinois.  The  Association's  deposits  are  insured  up  to
applicable  limits by the Federal Deposit  Insurance  Corporation  ("FDIC").  At
March 31, 2000,  Midland Federal's capital ratios exceeded all of its regulatory
capital  requirements  with both tangible and core capital ratios of 6.23% and a
risk-based capital ratio of 19.98%.

Forward Looking Statements

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

                                      -7-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

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

FINANCIAL CONDITION

     During the nine months  ended March 31,  2000,  total assets of the Company
increased by $11.8  million to $142.0  million  from $130.2  million at June 30,
1999. Net loans  receivable and loans  available for sale increased  $777,000 to
$50.1 million at March 31, 2000 as loan  disbursements of $9.2 million more than
offset  loan  repayments  of $5.4  million and loan sales of $3.0  million.  The
Company  purchased $10.0 million of fixed rate, 5 year balloon,  mortgage-backed
securities  during the nine months ended March 31, 2000,  which  purchases  more
than offset  repayments  of  mortgage-backed  securities  totaling  $3.4 million
during the period.  The balance of cash and cash  equivalents  increased by $4.7
million  to $39.7  million  at March 31,  2000.  The $6.6  million  increase  in
mortgage-backed securities as well as the $4.7 million increase in cash and cash
equivalents  was  primarily  funded by an  increase in deposits in the amount of
$11.8  million to $132.1  million at March 31, 2000.  The balance of  investment
securities remained relatively unchanged at $25.0 million during the nine months
ended March 31, 2000. The weighted average  remaining  maturity of the Company's
investment securities portfolio at March 31, 2000 was 1.9 years.

     As  discussed  above,  deposits  for the nine  months  ended March 31, 2000
increased  $11.8  million as deposit  activity of $323.2  million  and  interest
credited to deposits in the amount of $3.5 million exceeded  withdrawal activity
of $314.9 million. The net increase in savings deposits is attributed to an $8.4
million increase in certificate of deposit accounts,  a $2.9 million increase in
money market accounts and a $1.1 million increase in transaction deposits offset
by a  $590,000  decrease  in  passbook  accounts.  The net  increase  in savings
deposits  is  primarily  attributed  to  aggressive  pricing  and  promotion  of
certificate of deposit rates at the Company's new branch banking office in Homer
Township, Illinois.

     Total  stockholders'  equity  for the nine  months  ended  March  31,  2000
increased by $129,000 to $9.1  million  primarily as a result of earnings in the
amount  of  $227,000  and a $24,000  reduction  in the  unamortized  cost of the
Association's  Bank Incentive Plan offset by a $44,000  market  adjustment  from
securities available for sale, net of income taxes, and dividends paid on common
stock in the amount of $82,000.

RESULTS OF OPERATIONS

     The Company had net income of $97,000 for the quarter  ended March 31, 2000
compared to net income of $115,000  for the quarter  ended March 31,  1999.  The
decline  in net  income in the  current  quarter  is the  result  of a  $101,000
decrease in non-interest  income and a $32,000 increase in non-interest  expense
offset by a $105,000  increase in net interest income and a $10,000  decrease in
income taxes.

     For the nine  months  ended  March 31,  2000 the  Company had net income of
$227,000  compared to net income of $342,000 for the nine months ended March 31,
1999.  The decline in net income in the current  nine month period is the result
of a  $271,000  decrease  in  non-interest  income and a  $124,000  increase  in
non-interest  expense offset by a $218,000 increase in net interest income and a
$62,000  decrease  in  income  taxes.  For  a  discussion  on  the  decrease  in
non-interest  income and the increase in  non-interest  expense that occurred in
both the three and nine month  periods ended March 31, 2000,  see  "Non-Interest
Income" and "Non-Interest Expense."

                                      -8-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

RESULTS OF OPERATIONS (continued)

     The  increase  in  net-interest  income in both the  three  and nine  month
periods  ended  March 31,  2000 was  primarily  the result of an increase in the
average balance of interest earning assets in both periods. For the three months
ended March 31, 2000 the average  balance of interest  earning assets  increased
$18.2 million to $134.3  million from $116.1 million during the same period last
year,  and for the nine months  ended  March 31,  2000,  the average  balance of
interest  earning assets  increased  $18.4 million to $132.9 million from $114.5
million  in the prior  year  period.  The  increase  in the  average  balance of
interest  earning  assets in both the three and nine months ended March 31, 2000
was funded by an  increase  in deposit  liabilities  that  occurred  between the
current and the prior year periods.

     The increases in the average balance of interest earning assets in both the
three and nine month  periods  ended  March 31,  2000  offset  decreases  in net
interest margin and interest rate spread that also occurred in both periods. Net
interest  margin  and  interest  rate  spread  decreased  to  2.67%  and  2.58%,
respectively  for the three  months  ended  March 31, 2000 from 2.72% and 2.65%,
respectively,  for the three months  ended March 31,  1999.  For the nine months
ended March 31, 2000, net interest margin and interest rate spread  decreased to
2.57% and 2.50%, respectively, compared to 2.73% and 2.64%, respectively, in the
prior year nine month period.  The declines in net interest  margin and interest
rate spread that  occurred in both the three and nine month  periods ended March
31, 2000,  compared  with the prior year  periods,  were  attributed to a higher
percentage  of  certificates  of deposit and money  market  accounts  within the
Company's  total deposit  liabilities  which resulted in higher funding costs on
total deposits.

     The ratio of average  interest  earning assets to average  interest bearing
liabilities  decreased  slightly in both the three and nine month  periods ended
March 31, 2000 to 110.09% and 109.57%,  respectively,  from 110.65% and 110.78%,
respectively, in the prior year periods.

Interest Income

     Interest income increased  $339,000,  or 18.6%, for the quarter ended March
31, 2000 from the  comparable  year  earlier  period.  The  increase in interest
income was  primarily  the result of an $18.2  million  increase  in the average
outstanding  balance of interest earning assets,  discussed above, as well as an
increase in the average yield earned on interest earning assets to 6.42% for the
quarter ended March 31, 2000 compared to 6.26% in the year earlier period.

     For the nine months ended March 31, 2000 interest income increased $781,000
or 14.2% from the 1999 period.  The increase in interest  income for the current
nine month  period was the result of an $18.4  million  increase  in the average
outstanding  balance of interest earning assets,  discussed  above,  offset by a
decrease in the average  yield earned on interest  earning  assets to 6.29% from
6.40% in the 1999 period.

     Interest on loans  receivable  increased  $36,000,  or 4.0%, in the quarter
ended March 31, 2000,  compared with the prior year  quarter,  as a result of an
increase in the average  outstanding  balance of net loans  receivable  to $50.2
million from $48.6 million in the 1999 quarter.  The average yield earned on net
loans  receivable  also  increased to 7.42% for the quarter ended March 31, 2000
from 7.37% for the prior year quarter.


                                      -9-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)

     Interest on mortgage-backed securities increased $88,000, or 30.7%, for the
quarter  ended  March 31, 2000 from the year  earlier  period.  The  increase in
interest  income  was the  result  of a $5.3  million  increase  in the  average
outstanding  balance of  mortgage-backed  securities  to $22.9  million  for the
quarter  ended March 31, 2000 from $17.6 million for the  comparable  prior year
period. The average yield earned on mortgage-backed securities also increased to
6.54% from 6.51% in the 1999 quarter.

     Interest earned on investment  securities  increased $51,000, or 17.3%, for
the  quarter  ended  March 31,  2000 from the prior  year  period  due to a $3.8
million increase in the average outstanding balance of investment  securities to
$25.0  million  from $21.2  million in the 1999  quarter.  The  increase  in the
average  outstanding  balance of investment  securities  offset a decline in the
average  yield earned on  investment  securities  to 5.57% for the quarter ended
March 31, 2000 from 5.60% in the year earlier period.

     Interest earned on interest bearing deposits increased $161,000,  or 48.9%,
for the quarter ended March 31, 2000 from the year earlier period.  The increase
in interest income was the result of an increase in both the average outstanding
balance of interest  bearing  deposits as well as the  average  yield  earned on
interest  bearing  deposits.  For the quarter ended March 31, 2000,  the average
outstanding balance of interest bearing deposits increased $7.4 million to $35.5
million from $28.1  million in the 1999 quarter and the average  yield earned on
interest  bearing  deposits  increased  to 5.52% from 4.69% in the year  earlier
period.

     For the nine  months  ended March 31,  2000  interest  on loans  receivable
increased  $210,000  from the  comparable  prior year  period.  The  increase in
interest  income was due to a $4.8 million  increase in the average  outstanding
balance of loans  receivable  to $49.9  million from $45.1  million for the nine
months  ended  March  31,  1999.  The  $4.8  million  increase  in  the  average
outstanding  balance of loans receivable  offset a decrease in the average yield
earned on loans  receivable  to 7.32% for the nine  months  ended March 31, 2000
from 7.48% in the prior year period.  The growth in the Company's loan portfolio
is attributed to direct marketing of the Company's loan products.

     For the nine months ended March 31, 2000 interest earned on mortgage backed
securities  increased  $92,000  to $1.0  million.  The  primary  factor  for the
increase  in  interest  income  was a  $2.4  million  increase  in  the  average
outstanding balance of mortgage-backed  securities to $21.6 million for the nine
months  ended March 31, 2000 from $19.2  million for the  comparable  prior year
period.  The  increase in the  average  outstanding  balance of  mortgage-backed
securities  offset a decline  in the  average  yield  earned on  mortgage-backed
securities  to 6.44% for the nine months  ended March 31, 2000 from 6.62% in the
1999 period.

     For the nine  months  ended March 31, 2000  interest  earned on  investment
securities  increased  $130,000  to $1.0  million.  The  primary  factor for the
increase  in  interest  income  was a  $3.8  million  increase  in  the  average
outstanding  balance of  investment  securities  to $25.0  million  for the nine
months ended March 31, 2000 from $21.2  million for the prior year  period.  The
increase in the average outstanding balance of investment  securities was offset
by a decrease the average yield earned on investment securities to 5.53% for the
nine months ended March 31, 2000 from 5.71% in the comparable prior year period.
The decrease in the average yield on the Association's investment securities was
the  result  of  lower  reinvestment  yields,  in  the  aggregate,  on  maturing
investment securities with the same original terms to maturity.


                                      -10-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Interest Income (continued)

     For the nine  months  ended  March 31,  2000  interest  earned on  interest
bearing  deposits  increased  $343,000 to $1.4 million from $1.1 million for the
year earlier period. The increase in interest income is primarily  attributed to
a $7.4 million increase in the average  outstanding  balance of interest bearing
deposits to $35.8  million for the current nine month period from $28.4  million
for the year  earlier  period.  The average  yield  earned on  interest  bearing
deposits  also  increased to 5.31% for the nine months ended March 31, 2000 from
5.05% in the year  earlier  period.  The Company has  historically  maintained a
relatively high level of cash equivalents and other short term investments in an
attempt to control interest rate risk.

Interest Expense

     Interest expense increased $233,000,  or 22.7%, for the quarter ended March
31, 2000  compared to the prior year quarter.  The increase in interest  expense
was the result of a $17.1  million  increase in the average  balance of interest
costing  deposits  to $122.0  million in the  current  year  period  from $104.9
million in the prior year  period.  The average  yield paid on interest  costing
deposits  also  increased  to 4.13% in the current year period from 3.91% in the
1999 quarter.

     For the nine  months  ended  March  31,  2000  interest  expense  increased
$563,000,  or 17.9%,  from the prior year  period.  This  increase  in  interest
expense was the result of a $17.9  million  increase in the average  outstanding
balance of interest  costing  deposits to $121.3  million for the current period
from  $103.4  million for the year  earlier  period.  The average  yield paid on
interest  costing  deposits  also  increased  slightly to 4.08% for current year
period from 4.07% in the prior year period.

Provisions for Losses on Loans

     The Company  maintains an allowance for loan losses based upon management's
periodic evaluation of known and inherent risks in the loan portfolio, past loan
loss experience,  adverse situations that may affect borrowers' ability to repay
loans,  estimated  value of the  underlying  collateral and current and expected
market conditions.  The Company made no provisions for loan losses out of income
in either period based upon the absence of any specific asset quality  problems,
the current level of general loan loss reserves and  management's  assessment of
the inherent risks in the loan portfolio.  Non-performing loans, net of specific
reserves, decreased from $223,000 at June 30, 1999 to $162,000 at March 31, 2000
and  consisted  of $85,000  in two single  family  residential  mortgage  loans,
$38,000  in  one   multi-family   residential   mortgage  loan  and  $39,000  in
non-mortgage  loans.  At March 31,  2000,  general  loan loss  reserves  totaled
$173,000, which amount was .74% of total loans and 107.21% of net non-performing
loans.  At March 31, 2000, the Company was aware of no regulatory  directives or
suggestions that the Association make additional provisions for losses on loans.
Although the Company  believes its  allowance for loan losses is at a level that
it considers  to be adequate to provide for  potential  losses,  there can be no
assurance that such losses will not exceed the estimated amounts.


                                      -11-
<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

Non-Interest Income

     Non-interest  income  decreased  $101,000 to $200,000 for the quarter ended
March 31,  2000 from  $302,000  for the prior  year  quarter.  The  decrease  in
non-interest  income was due  primarily  to a $39,000  decrease in loan fees and
service  charges and a combined  $23,000  decrease in rental  revenue and profit
from real estate owned operations and sales.  Other factors  contributing to the
decrease in non-interest income were a $14,000 decrease in commission income, an
$11,000  decrease in deposit related fees and a $7,000 decrease in profit on the
sale of loans,  all compared  with the prior year  period.  The decrease in loan
fees and  service  charges  was  attributed  to a  decline  in loan  origination
activity caused by higher market interest rates.

     For the nine  months  ended March 31, 2000  non-interest  income  decreased
$271,000 to $652,000 from $923,000 in the year earlier  period.  The decrease in
non-interest  income in the current nine month period is primarily the result of
a $126,000  decrease  in loan fees and service  charges  and a combined  $65,000
decrease in rental  revenue and profit from real  estate  owned  operations  and
sales. A $41,000 decrease in commission income and a $24,000 decrease in deposit
related  fees also  contributed  to the decrease in  non-interest  income in the
current nine month period compared with the prior year period.

Non-Interest Expense

     Non-interest  expense  increased  $32,000 to $950,000 in the quarter  ended
March 31,  2000  compared  to  $918,000  in the 1999  quarter.  The  increase in
non-interest expense in the current quarter is primarily the result of a $28,000
increase in office  occupancy and equipment  expenses,  an $8,000 in increase in
other  operating  expenses and a $6,000 increase in advertising  expense.  These
increases in non-interest  expense were offset by a $10,000  decrease in federal
deposit  insurance  premiums and a $3,000 decrease in staffing  costs,  compared
with the prior year period.

     For the nine months  ended March 31, 2000  non-interest  expense  increased
$124,000  to $2.9  million,  compared  with the prior year  period.  The primary
factors for the  increase  in  non-interest  expense in the  current  nine month
period were a $154,000 increase in occupancy and equipment expense and a $36,000
increase  in  advertising  expenses,  offset by a $34,000  decrease  in staffing
costs,  a $27,000  decrease  in data  processing  fees and a $7,000  decrease in
federal deposit insurance premiums, compared with the prior year period.

     Both the  increases in office  occupancy  and  advertising  expenses in the
three  and nine  month  periods  ended  March 31,  2000  were the  result of the
operations of the Company's new full service  branch  banking  facility in Homer
Township,  Illinois,  which opened for  business in April 1999.  The decrease in
data  processing  fees in the nine month  period  ended  March 31,  2000 was the
result of the elimination of a $38,000  de-conversion  fee incurred in the prior
year period when the Company  converted its on-line data  processing  systems to
another service provider.

Income Taxes

     Income taxes  decreased to $49,000 in the quarter ended March 31, 2000 from
$59,000 for the prior year  quarter.  For the nine  months  ended March 31, 2000
income  taxes  decreased  to  $115,000  compared  to  $177,000 in the prior year
period.  The decreased income tax provision was due primarily to the decrease in
operating income in both periods as compared to the prior year periods.

                                      -12-

<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION
                                AND SUBSIDIARIES

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  principal  sources of funds are deposits,  loan and mortgage
backed  securities  repayments,  proceeds  from  the  maturities  of  investment
securities and other funds provided by operations.  In addition, the Association
may borrow funds from the FHLB of Chicago. The Company maintains  investments in
liquid assets based upon  management's  assessment of (i) the Company's need for
funds,  (ii) expected  deposit flows,  (iii) the yields  available on short-term
liquid  assets  and  (iv)  the  objectives  of  the  Company's   asset/liability
management  program.  The OTS  requires  members of the FHLB  system to maintain
minimum  levels  of  liquid  assets.  OTS  regulations   currently  require  the
Association  to maintain an average  daily  balance of liquid assets equal to at
least 4% of the sum of its average  daily  balance of net  withdrawable  deposit
accounts and  borrowings  payable in one year or less.  At March 31,  2000,  the
Association's  regulatory liquidity ratio was 58.9%. The Company had outstanding
commitments  to originate $1.9 million in loans and to sell $199,000 in loans at
March 31, 2000.

     The Company  uses its  capital  resources  principally  to meet its ongoing
commitments to fund maturing  certificate  of deposits and deposit  withdrawals,
fund existing and continuing loan  commitments,  maintain its liquidity and meet
operating  expenses.  At March 31,  2000 the  Association  had $56.5  million of
certificates of deposit maturing in one year or less. The Company  considers its
liquidity  and capital  reserves  sufficient to meet its  outstanding  short and
long-term  needs.  The  Company  expects to be able to fund or  refinance,  on a
timely basis, its material commitments and long-term liabilities.

     At March 31, 2000 the  Association  had  tangible  and core capital of $8.9
million, or 6.2% of adjusted total assets,  which was approximately $6.7 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 March  31,  2000 the  Association  had  total  capital  of $9.0  million
(including  $8.9  million in core  capital)  and  risk-weighted  assets of $45.3
million, or total capital of 20.0% of risk-weighted assets. This amount was $5.4
million above the 8.0% requirement in effect on that date.


                                      -13-

<PAGE>

                      MIDLAND CAPITAL HOLDINGS CORPORATION

PART II - OTHER INFORMATION


Item 1.  LEGAL PROCEEDINGS

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

Item 2.  CHANGES IN SECURITIES

     Not applicable.

Item 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

Item 5.  OTHER INFORMATION

     Not applicable.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Computation  of  earnings  per  share  (Exhibit  11  filed  herewith).
     (b)Financial data schedule  (Exhibit 27 filed herewith).
     (c) No reports on Form 8-K were filed this quarter.


                                      -14-

<PAGE>


                               INDEX TO EXHIBITS

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

27             Financial Data Table







                                      -15-

<PAGE>


                                   SIGNATURES


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



                            MIDLAND CAPITAL HOLDINGS CORPORATION
                            ------------------------------------
                            Registrant



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



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




<PAGE>


                      MIDLAND CAPITAL HOLDINGS CORPORATION

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


                                            Three Months Ended       Nine Months Ended
                                                 March 31,                March 31,
                                             2000        1999         2000        1999
                                           --------    --------     --------    --------
<S>                                        <C>         <C>          <C>         <C>

Net Income                                 $ 96,615    $114,581     $227,450    $342,465


Weighted average common shares
  outstanding for basic computation         363,975     363,975      363,975     363,975

Basic earnings per share                   $   0.27    $   0.31     $    .62    $    .94


Weighted average common shares
  outstanding for basic computation         363,975     363,975      363,975     363,975

Common stock equivalents due to
  dilutive effect of stock options            2,203       4,406        3,276       4,730

Weighted average common shares and
  equivalents outstanding for
  diluted computation                       366,178     368,381      367,251     368,705

Diluted earnings per share                 $   0.26    $   0.31      $  0.62     $  0.93


</TABLE>