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

                   FORM lO-K

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

            For the fiscal year ended December 31, 1998          
        
                      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       1-10602         

  ______________________MID-AMERICA BANCORP____________________

     (Exact name of registrant as specified in its charter)

            Kentucky                             61-1012933      
   (State or other jurisdiction of            (I.R.S. Employer
   incorporation or organization)             Identification No.)

      500 West Broadway
    Louisville, Kentucky                         40202           

    (Address of Principal                      (Zip Code)
      Executive Offices)

Registrant's telephone number, including area code:(502) 589-3351

Securities registered pursuant to Section 12(b) of the Act: 

                                         Name of each exchange
   Title of each class                    on which registered 
      Common Stock                                  AMEX

Securities registered pursuant to Section 12(g) of the Act: None


Indicate by check mark whether the registrant (1) has filed all 
reports required to be filed by Section 13 or 15(d) of the 
Securities Exchange Act of 1934 during the preceding 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          


Indicate by check mark if the disclosure of delinquent filers 
pursuant to Item 405 of Regulation S-K is not contained herein, 
and will not be contained, to the best of registrant's knowledge, 
in definitive proxy or information statements incorporated by 
reference in Part III of this Form 10-K or any amendment to this 
Form 10-K.   [x]


The aggregate market value of the voting stock held by non-
affiliates (shareholders other than directors, executive officers 
and principal shareholders) of the registrant as of February 18, 
1999 was approximately $214,707,000.            

The number of shares outstanding of the registrant's common stock 
as of February 18, 1999 was 10,267,019.


               DOCUMENTS INCORPORATED BY REFERENCE


Portions of Registrant's Annual Report to Shareholders for the 
year ended December 31, 1998, are incorporated by reference into 
Parts I and II.

Portions of Registrant's Proxy Statement for the Annual Meeting 
of Shareholders to be held April 22, 1999, are incorporated by 
reference into Part III.


                        TABLE OF CONTENTS


PART I

Item No.                                               Page
     1.  BUSINESS . . . . . . . . . . . . . . . . . . .  3      
     2.  PROPERTIES . . . . . . . . . . . . . . . . . . 12
     3.  LEGAL PROCEEDINGS  . . . . . . . . . . . . . . 12
     4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY 
         HOLDERS  . . . . . . . . . . . . . . . . . . . 12
         EXECUTIVE OFFICERS OF REGISTRANT . . . . . . . 12

PART II

     5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND
         RELATED SECURITY HOLDER MATTERS  . . . . . . . 15
     6.  SELECTED FINANCIAL DATA  . . . . . . . . . . . 15
     7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS. 15
     7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES 
         ABOUT MARKET RISK . . . . . . . . . . . . . .  15
     8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . 15
     9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS   
         ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . 16

PART III

    10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE 
         REGISTRANT . . . . . . . . . . . . . . . . . . 17
    11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . 17
    12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
         OWNERS AND MANAGEMENT. . . . . . . . . . . . . 17
    13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 17

PART IV

    14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND            
         REPORTS ON FORM 8-K. . . . . . . . . . . . . . 18


         SIGNATURES . . . . . . . . . . . . . . . . . . 19



                                 PART I

ITEM 1. BUSINESS OF MID-AMERICA BANCORP

Incorporated on May 7, 1982, Mid-America Bancorp (the "Company") 
is a Kentucky corporation registered as a bank holding company 
pursuant to the Bank Holding Company Act of 1956, as amended (the 
"BHC Act").  The Company is registered with,  and subject to, the 
supervision of the Board of Governors of the Federal Reserve 
System (the "Federal Reserve Board").

The Company's banking subsidiary, Bank of Louisville (the 
"Bank"), is the Company's primary subsidiary.  The Bank was 
established as a Kentucky banking corporation on October 14, 
1925, under the name "Morris Plan Industrial Bank".  On July 2, 
1946 the Bank's name was changed to "Bank of Louisville".  The 
Bank merged with "Royal Bank and Trust Company" in 1963 under the 
name Bank of Louisville-Royal Bank and Trust Co.  The Bank's name 
was changed to Bank of Louisville and Trust Company on March 26, 
1980.  On March 25, 1983, when the Bank became a wholly-owned 
subsidiary of the Company, the name was changed to Mid-America 
Bank of Louisville and Trust Company.  On March 17, 1998, the 
name of the Bank was changed to Bank of Louisville.  

The Bank is engaged in a wide range of commercial, trust, and 
personal banking activities including the usual acceptance of 
deposits for checking, savings and time deposit accounts; making 
of real estate,  construction, commercial, home improvement and 
consumer loans; participating in small business loan and student 
loan programs; issuance of letters of credit; rental of safe 
deposit boxes; providing financial counseling for institutions 
and individuals; serving as executor of estates and as trustee 
under trusts and under various pension and employee benefit 
plans; and serving as escrow agent on bond issues.

The Company also operates a number of other subsidiaries, 
including Mid-America Bank, FSB, a federal savings bank ("Savings 
Bank"), which was organized and chartered during 1993.  The 
Savings Bank is located in Pewee Valley and LaGrange, Kentucky, 
in Oldham County, and competes on the local level with other 
commercial banks and financial institutions in Oldham County, 
Kentucky for all types of deposits and loans.  Another 
subsidiary, Mid-America Gift Certificate Company, is engaged in 
the issuance and sale of gift certificates throughout the United 
States.  The gift certificate company took over this line of 
business when the Company sold its money order subsidiary in 
January 1998.

Competition

Competition for banking and related financial services is active 
in Jefferson County, Kentucky, and other geographic areas served 
by the Company's subsidiaries.  The Company's subsidiaries 
compete with other financial institutions including savings and 
loan associations, finance companies, mortgage banking companies, 
credit unions, insurance companies, brokerage firms, mutual 
funds, and other commercial banks.  In addition, large regional 
banks continue to increase competition in the Company's trade 
territories through the acquisition of local financial 
institutions, the establishment of loan production offices and 
the solicitation of customers for credit cards and related 
services.  At present, both price and product range are 
critically important in maintaining and expanding financial 
relationships.

Employees

As of December 31, 1998, the Company and subsidiaries employed 
580 persons on a full-time basis and 82 on a part-time basis.

Supervision And Regulation

The Company and its subsidiaries are subject to an extensive 
system of banking laws and regulations that are intended 
primarily for the protection of the customers and depositors of 
the Companys subsidiaries rather than shareholders of the 
Company.  These laws and regulations govern such areas as 
permissible activities, reserves, loans and investments, and 
rates of interest that can be charged on loans.  The Company and 
its subsidiaries also are subject to general U.S. federal laws 
and regulations and to the laws and regulations of the states in 
which they conduct their business.  Set forth below are brief 
descriptions of selected laws and regulations applicable to the 
Company and its subsidiaries.  The references are not intended to 
be complete and are qualified in their entirety by reference to 
the statutes and regulations.  Changes in applicable law or 
regulation may have a material effect on the business of the 
Company.

The Company is a registered bank holding company under the BHC 
Act, and is subject to supervision, regulation and examination by 
the Federal Reserve Board.  Under the BHC Act, a bank holding 
company is,  with limited exceptions, prohibited from (i) 
acquiring direct or indirect ownership or control of any voting 
shares of any company which is not a bank or (ii) engaging in any 
activity other than managing or controlling banks. Notwithstanding 
this prohibition, a bank holding company may engage in or own 
shares of a company that engages solely in activities which the 
Federal Reserve Board has determined to be so closely related to 
banking, or managing or controlling banks, as to be a proper 
incident thereto.

As a registered bank holding company, the Company is required to 
file with the Federal Reserve Board annual reports and other 
information regarding its business operations and the business 
operations of its subsidiaries.  It is also subject to 
examination by the Federal Reserve Board and is required to 
obtain Federal Reserve Board approval prior to merging with 
another bank holding company or acquiring, directly or 
indirectly, ownership or control of any voting shares of any 
bank, if, after such acquisition, it would own or control, 
directly or indirectly, more than five percent of the voting 
stock of such bank unless it already owns a majority of the 
voting stock of such bank.


The Bank is subject to regulation and supervision, of which 
regular bank examinations are a part, by the Kentucky Department 
of Financial Institutions, Division of Banking.  The Federal 
Deposit Insurance Corporation ("FDIC") currently insures the 
deposits of the Bank to a maximum of $100,000 per depositor.  For 
this protection, the Bank pays a semi-annual statutory assessment 
and is subject to the rules and regulations of the FDIC 
pertaining to deposit insurance.  On July 13, 1989, the Bank 
became a member bank in the Federal Reserve System.  The Federal 
Reserve Board directly supervises the Bank and its affiliates 
through periodic examinations, the expense of which is borne by 
the Bank.

The Savings Bank is subject to regulation and supervision, of 
which regular examinations are a part, by the OTS.  The FDIC 
currently insures the deposits of the Savings Bank to a maximum 
of $100,000 per depositor.
 
Eton Life Insurance Company, a wholly-owned subsidiary of the 
Company, is regulated by the Kentucky Department of Insurance and 
is subject to Kentucky statutes and regulations governing 
domestic underwriters of credit life, accident, and health 
insurance.

Federal law imposes certain restrictions on transactions between 
the Company and its nonbank subsidiaries, on the one hand, and 
the Bank and the Savings Bank, on the other.  With certain 
exceptions, federal law also imposes limitations on, and requires 
collateral for, extensions of credit by the Bank and the Savings 
Bank to their non-bank affiliates, including the Company.

Enacted in August 1989, the Financial Institutions Reform, 
Recovery and Enforcement Act of 1989 ("FIRREA") contains a 
"cross-guarantee" provision under which an insured depository 
institution controlled by a holding company can be assessed for 
losses incurred by the FDIC in connection with assistance 
provided to, or the failure of, any other insured depository 
institution controlled by the same holding company.  Also, under 
Federal Reserve Board policy, the Company is expected to act as a 
source of financial strength to the Bank and to commit resources 
to support the Bank in circumstances where it might not do so, 
absent such policy.

The Federal Deposit Insurance Corporation Improvement Act of 1991 
(the "FDIC Improvement Act") dealt with the recapitalization of 
the Bank Insurance Fund, deposit insurance reform, including 
requiring the FDIC to establish a risk-based premium assessment 
system, and a number of other regulatory and supervisory matters. 
Among other things, federal banking regulators are required to 
take prompt corrective action in respect of depository 
institutions that do not meet minimum capital requirements.  The 
FDIC Improvement Act identifies the following capital tiers for 
financial institutions: well capitalized, adequately capitalized, 
undercapitalized, significantly undercapitalized and critically 
undercapitalized.  The FDIC Improvement Act imposes progressively 
more restrictive constraints on operations, management and 
capital distributions, depending on the capital category in which 
an institution is classified.  At December 31, 1998, the Bank and 
the Savings Bank were "well capitalized" under the applicable 
regulatory guidelines.  A bank's capital category however, is 
determined solely for the purpose of applying the prompt 
corrective action rules and may not constitute an accurate 
representation of the bank's overall financial condition or 
prospects.      


Now fully phased in, the Riegle-Neal Interstate Banking and 
Branching Efficiency Act of 1994 (the "Act") removed state law 
barriers to interstate bank acquisitions and permits the 
consolidation of interstate banking operations.  Under the Act, 
effective September 29, 1995, adequately capitalized and managed 
bank holding companies may acquire banks in any state, subject to 
Community Reinvestment Act compliance, compliance with federal 
and state antitrust laws and deposit concentration limits, and 
subject to any state laws restricting the acquisition of a bank 
that has not been in existence for a minimum time period (up to 
five years).  Effective September 29, 1995, the Act also permits 
any bank that is controlled by a bank holding company to act as 
agent for an affiliated financial institution in deposit and loan 
transactions, regardless of whether the institutions are located 
in the same or different states.  The Act's interstate branching 
provisions became operative on June 1, 1997, subject to the right 
of any state, prior to that time, to adopt legislation to 
accelerate interstate branching or prohibit it completely.  The 
Act's interstate branching provisions permit banks to merge 
across state lines and, if state laws permit de novo branching, 
to establish a new branch as its initial entry into a state.   
Kentucky banks are permitted to merge with out-of-state banks to 
create interstate branches inside or outside Kentucky.  Kentucky 
banks are also permitted to acquire a branch in another state if 
permitted by law of the other state.  Kentucky does not permit de 
novo branching by out-of-state banks into Kentucky, and it does 
not permit an out-of-state bank to acquire a bank in Kentucky 
that has been in existence less than five years.  The Savings 
Bank is generally permitted to open a de novo branch in any 
state.

The following tables set forth selected statistical information with respect to
the Company and should be read in conjunction with the Company's consolidated
financial statements.

DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL

     The schedule captioned "Average Balances and Yields/Rates Tax Equivalent
Basis" included on page 16 of the Company's annual report to shareholders for
the year ended December 31, 1998, which is incorporated herein by reference,
shows, for each major category of interest earning asset and interest bearing
liability, the average amount outstanding, the interest earned or expensed on
such amount and the average rate earned or expensed for each of the years in
the three-year period ended December 31, 1998.  The schedule also shows the
average rate earned on all interest earning assets and the average rate
expensed on all interest bearing liabilities, the net interest spread and the
net interest margin (net interest income divided by total average interest
earning assets) for each of the years in the three-year period ended December
31, 1998. Nonaccrual loans outstanding were included in calculating the rate
earned on loans. Total interest income includes the effects of taxable
equivalent adjustments using a tax rate of 35%.

     The changes in interest income and interest expense resulting from
changes in volume and changes in rates for the years ended December 31, 1998
and 1997 are shown in the schedule captioned "Interest Income and Interest
Expense Volume and Rate Changes for the Years 1998 and 1997 Tax Equivalent
Basis" included on page 17 of the Company's annual report to shareholders for
the year ended December 31, 1998, which is incorporated herein by reference.  

<TABLE>
<CAPTION>
SECURITIES PORTFOLIO
BOOK VALUE                                                 December 31
(In Thousands)                                  -------------------------------------
                                                 1998          1997          1996
Securities Available for Sale                   --------      --------      --------
<S>                                            <C>           <C>           <C>
U.S. Treasury and U.S. government agencies...   $160,415      $156,654      $148,300
Collateralized mortgage obligations..........    146,970       185,474       100,754
States and political subdivisions............     54,738        53,272        41,604
Corporate obligations........................      4,652         1,765        28,825
Equity securities ...........................     18,992        17,556        16,635
                                                --------      --------      --------
                                                $385,767      $414,721      $336,118
                                                ========      ========      ========
<CAPTION>
                                                           December 31
                                                -------------------------------------
                                                 1998          1997          1996
Securities Held to Maturity                     --------      --------      --------
<S>                                             <C>           <C>           <C>
U.S. Treasury and U.S. government agencies...    $83,998      $108,078       $75,455
Corporate obligations........................      --              100           100
                                                --------      --------      --------
                                                 $83,998      $108,178       $75,555
                                                ========      ========      ========
</TABLE>

<PAGE>
SECURITIES
MATURITY DISTRIBUTION AND WEIGHTED AVERAGE YIELDS 
DECEMBER 31, 1998
<TABLE>
<CAPTION>
(Dollars In Thousands)                     Within            After One But        After Five But          After
                                          One Year         Within Five Years     Within Ten Years       Ten Years
                                      ------------------  ------------------    ------------------  ------------------
Securities Available for Sale          Amount     Yield    Amount     Yield      Amount     Yield    Amount     Yield
                                      --------  --------  --------  --------    --------  --------  --------  --------
<S>                                   <C>       <C>       <C>       <C>         <C>       <C>       <C>       <C>
U.S. Treasury and U.S.
  government agencies                 $146,078      5.47%  $14,337        6.24%     --        --        --        --
Collateralized mortgage obligations     65,229      3.22%   81,741        4.95%     --        --        --        --
States and political 
  subdivisions                           3,003      6.94%    1,388        7.65%    9,687      8.09%   40,660      8.34%
Corporate obligations                    3,130      5.50%    1,522        6.78%     --        --        --        --
Equity securities                         --        --        --        --          --        --      18,992      6.83%
                                      --------            --------              --------            --------
                                      $217,440      4.81%  $98,988        5.20%   $9,687      8.09%  $59,652      7.83%
                                      ========            ========              ========            ========
<CAPTION>
                                           Within            After One But        After Five But          After
                                          One Year         Within Five Years     Within Ten Years       Ten Years
                                      ------------------  ------------------    ------------------  ------------------
Securities Held to Maturity            Amount     Yield    Amount     Yield      Amount     Yield    Amount     Yield
                                      --------  --------  --------  --------    --------  --------  --------  --------
<S>                                   <C>       <C>       <C>       <C>         <C>       <C>       <C>       <C>
U.S. Treasury and U.S.
  government agencies                  $80,449      5.14%   $3,549        5.19%     --        --        --        --
                                                                                                              
                                      --------            --------              --------            --------
                                       $80,449      5.14%   $3,549        5.19%     --        --        --        --
                                      ========            ========              ========            ========
</TABLE>


The calculation of the weighted average yield is based on the average tax
equivalent yield, weighted by the respective costs of the securities.

The weighted average yields on states and political subdivisions securities
are computed on a tax equivalent basis using a marginal federal tax rate
of 35% adjusted for the impact of disallowed interest expense.


LOAN PORTFOLIO
(In Thousands)
<TABLE>
<CAPTION>
                                                                                         December 31
                                                                    ---------  ----------------------------------------
                                                                      1998        1997      1996      1995      1994
                                                                    --------    --------  --------  --------  --------
<S>                                                                 <C>         <C>       <C>       <C>       <C>
Commercial and financial                                              $457,682  $427,826  $386,647  $345,167  $299,375
Real estate - construction and development                              77,349    65,513    55,738    61,398    61,083
Real estate - mortgage                                                 336,365   329,086   294,746   284,074   291,198
Consumer                                                               133,625    68,650    67,051    57,926    47,740
                                                                    --------    --------  --------  --------  --------
                                                                    $1,005,021  $891,075  $804,182  $748,565  $699,396
                                                                    ========    ========  ========  ========  ========
</TABLE>
The loan portfolio includes domestic loans only as the Company has no
foreign loans.  The Company has no other category of loans whose
concentration exceeds 10% of total loans.
<PAGE>
<TABLE>
<CAPTION>
SELECTED LOAN MATURITIES AND
SENSITIVITY TO INTEREST RATES
DECEMBER 31, 1998
(In Thousands)

                                                              Loan Maturities
                                           ---------------------------------------------------
                                                         After One
                                              Within     But Within     After
                                             One Year    Five Years   Five Years     Total
                                           ---------------------------------------------------
<S>                                          <C>          <C>          <C>          <C>

Commercial and financial                       $99,698     $163,014     $194,970     $457,682
Real estate - construction and development      23,808       43,809        9,732       77,349
Real estate - mortgage                         143,127       93,782       99,456      336,365
Consumer                                        54,889       71,611        7,125      133,625
                                              --------     --------     --------     --------
                                              $321,522     $372,216     $311,283   $1,005,021
                                              ========     ========     ========     ========

Predetermined rates                           $136,235     $242,200     $275,855     $654,290
Floating rates                                 185,287      130,016       35,428      350,731
                                              --------     --------     --------     --------
                                              $321,522     $372,216     $311,283   $1,005,021
                                              ========     ========     ========     ========
</TABLE>
For amortizing loans, scheduled repayments are reported in the
maturity category in which the payment is due.  Demand loans and
overdrafts are reported in the within one year category.

NON-PERFORMING LOANS

Information with respect to the Company's non-performing loans is
included in the section captioned "Non-Performing Assets" and
footnote E to the consolidated financial statements included on pages
9 and 31, respectively, of the Company's annual report to
shareholders for the year ended December 31, 1998, which is
incorporated herein by reference.
<PAGE>
<TABLE>
<CAPTION>

SUMMARY OF LOAN LOSS EXPERIENCE
(Dollars In Thousands)

                                                 1998       1997       1996       1995       1994
                                              ---------  ---------  ---------  ---------  ---------
<S>                                           <C>        <C>        <C>        <C>        <C>
Balance, beginning of year....................  $9,209     $9,167     $9,318     $7,045     $6,578
Charge-offs:
  Commercial and financial....................     646        296        661        569        115
  Real estate - construction and development..                                    2,888         28
  Real estate - mortgage......................     289         98        115        305        139
  Consumer....................................     420        227        249        283        211
                                              ---------  ---------  ---------  ---------  ---------
    Total charge-offs.........................   1,355        621      1,025      4,045        493
                                              ---------  ---------  ---------  ---------  ---------
Recoveries:
  Commercial and financial....................      51         53        231         44         10
  Real estate - construction and development..                                             
  Real estate - mortgage......................      33        225        120         61        125
  Consumer....................................     100         85        109        166        113
                                              ---------  ---------  ---------  ---------  ---------
    Total recoveries..........................     184        363        460        271        248
                                              ---------  ---------  ---------  ---------  ---------
Net charge-offs (recoveries)..................   1,171        258        565      3,774        245
                                              ---------  ---------  ---------  ---------  ---------
Provision for loan losses.....................     972        300        414      6,047        712
                                              ---------  ---------  ---------  ---------  ---------
Balance, end of year..........................  $9,010     $9,209     $9,167     $9,318     $7,045
                                              =========  =========  =========  =========  =========
Average loans, net of unearned income.........$925,522   $817,262   $767,755   $707,898   $679,100
                                              =========  =========  =========  =========  =========
Net charge-offs (recoveries)
  to average loans, net of unearned income....    0.13%      0.03%      0.07%      0.53%      0.04%
                                              =========  =========  =========  =========  =========
</TABLE>


The allowance for loan losses is maintained at a level adequate to absorb
estimated probable credit losses.  Management determines the adequacy of the
allowance based upon reviews of individual credits, evaluation of the risk
characteristics of the loan portfolio, including the impact of current
economic conditions on the borrowers' ability to repay, past collection and
loss experience and such other factors, which, in management's judgment,
deserve current recognition.  The allowance for loan losses is increased by
charges to operating earnings and reduced by charge-offs, net of recoveries. 
See "Provision for Loan Losses and Allowance for Loan Losses" included on
pages 5 and 6 of the Company's annual report to shareholders for the year
ended  December 31, 1998, incorporated herein by reference, for a discussion
of factors affecting loan loss experience during 1998.
<PAGE>
<TABLE>
<CAPTION>
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
(Dollars In Thousands)

                          1998                  1997                  1996                  1995                  1994
                  --------------------- --------------------- --------------------- --------------------- ---------------------
                               % Of                  % Of                  % Of                  % Of                  % Of
                  Allocation  Loans In  Allocation  Loans In  Allocation  Loans In  Allocation  Loans In  Allocation  Loans In
                      Of        Each        Of        Each        Of        Each        Of        Each        Of        Each
                   Allowance  Category   Allowance  Category   Allowance  Category   Allowance  Category   Allowance  Category
                   For Loan   To Total   For Loan   To Total   For Loan   To Total   For Loan   To Total   For Loan   To Total
                    Losses     Loans      Losses     Loans      Losses     Loans      Losses     Loans      Losses     Loans
                  ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
<S>                <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Commercial and
 financial........   $5,020      45.53%    $5,926      47.75%    $6,068      48.08%    $5,022      46.11%    $3,651      42.80%
Real estate -
 construction
 and development..      588       7.70%     1,343       7.35%     1,576       6.93%     2,932       8.20%     1,773       8.73%
Real estate -
 mortgage.........      715      33.47%       654      36.93%       498      36.65%       437      37.95%       445      41.64%
Consumer..........    2,687      13.30%     1,286       7.97%     1,025       8.34%       927       7.74%     1,176       6.83%
                  ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                     $9,010     100.00%    $9,209     100.00%    $9,167     100.00%    $9,318     100.00%    $7,045     100.00%
                  ========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>

The aggregate allocation of the allowance for loan losses for the commercial
and financial, and real estate - construction and development categories of
loans declined $1.7 million in 1998 to $5.6 million.  The decline in the
allowance allocated was attributed to improved local economic conditions, low
risk loans being added to the portfolio, such as a $26 million loan to a major
church organization, and a decline in the level of loans internally classified.
As a result of the new volume and risks associated with the indirect loan
concentration, arising from the Bank's expanded indirect automobile lending
program, the allowance for loan losses allocated to consumer loans increased
$1.4 million to $2.7 million at December 31, 1998.


<PAGE>
<TABLE>
<CAPTION>
MATURITY SCHEDULE OF TIME DEPOSITS OF $100,000 AND OVER
DECEMBER 31, 1998
(In Thousands)
                                                  Certificates
                                                  Of Deposit    Other       Total
                                                  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>
Three months or less..............................  $25,219     $22,136     $47,355
Over three through six months.....................   18,480   -              18,480
Over six through twelve months....................   13,301   -              13,301
Over twelve months................................   13,772   -              13,772
                                                  ----------  ----------  ----------
                                                    $70,772     $22,136     $92,908
                                                  ==========  ==========  ==========
</TABLE>
RETURN ON EQUITY AND ASSETS

Selected ratios for the years 1998, 1997 and 1996 are included on the inside
front cover of the Company's annual report to shareholders for the year ended
December 31, 1998 and are incorporated herein by reference.



FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
(Dollars In Thousands)

Federal funds purchased and securities sold under agreements
to repurchase generally represent overnight borrowing
transactions.  The detail of these short-term borrowings for
the years 1998, 1997 and 1996 follows:

<TABLE>
<CAPTION>
                                                      1998        1997        1996
                                                  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>
 Federal funds purchased:
  Balance at year end.............................  $12,090   $     --       $4,000
  Average during the year.........................    8,534       1,595       4,249
  Maximum amount outstanding at any month end.....   27,735       4,050       5,350
  Weighted average rate during the year...........     5.20%       5.35%       5.34%
  Weighted average rate on December 31............     5.36%        --         6.94%


                                                      1998        1997        1996
                                                  ----------  ----------  ----------
 Securities sold under agreements to repurchase:
  Balance at year end............................. $276,454    $284,500    $285,948
  Average during the year.........................  246,585     257,149     252,577
  Maximum amount outstanding at any month end.....  330,308     346,635     320,174
  Weighted average rate during the year...........     4.99%       5.08%       5.01%
  Weighted average rate on December 31............     4.48%       5.33%       5.05%

</TABLE>

ITEM 2. PROPERTIES

The Bank maintains a main office, warehouse, operations center 
and 30 branches in Jefferson County, Kentucky.  The Bank owns 21 
branch offices, leases 7 branch offices, its operations center 
and the main office, and owns the buildings but leases the land 
with regard to 2 branches.  The Bank also operates 40 automated 
teller machines, at various locations in its traditional customer 
base of Jefferson County, Kentucky. The Savings Bank owns its 
main office facility and its branch location and operates two 
automatic teller machines in Oldham County, Kentucky. See 
footnote G to the consolidated financial statements on page 32 of 
the Company's annual report to shareholders for the year ended 
December 31, 1998, which is incorporated herein by reference, for 
additional information on premises, equipment and lease 
commitments.

ITEM 3.  LEGAL PROCEEDINGS

The information in footnote O to the Company's consolidated 
financial statements included on page 40 of the Company's annual 
report to shareholders for the year ended December 31, 1998, is 
incorporated herein by reference.

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

None

EXECUTIVE OFFICERS OF REGISTRANT

Listed below are the names and ages as of December 31, 1998, of 
the Company's executive officers, positions held, and the year 
from which held.  The Company's executive officers are elected 
annually by the Board of Directors and each, except Bertram W. 
Klein, Paul E. Henry, Donald R. LaMar, David C. Meece, and Marlyn 
Y. Smith, is employed pursuant to an employment agreement.

                                                       Year From 
Name                  Age       Position Held          Which Held

Bertram W. Klein       68     Chairman of the Board of       1985
                              the Company and the Bank.
                              Member of the Bank Executive
                              Committee.

R. K. Guillaume        55     Vice Chairman, Chief           1995 
                              Executive Officer and 
                              Director of the Company 
                              and the Bank. Member of 
                              the Bank Executive Committee.

Orson Oliver           55     President and Director         1985
                              of the Company and the Bank.
                              Member of the Bank Executive
                              Committee.

David N. Klein         42     Chief Operating Officer,       1998 
                              and Executive Vice President       
                              of the Company and the Bank. 
                              Member of the Bank Executive
                              Committee.

Steven A. Small        45     Treasurer of the Company       1993
                              and Executive Vice President,
                              Chief Financial Officer and
                              member of the Executive
                              Committee of the Bank. 

Paul E. Henry          63     Executive Vice President       1989
                              and member of the Executive
                              Committee of the Bank.

William J. Hornig      49     Executive Vice President       1995
                              and member of the Executive
                              Committee of the Bank.

Richard B. Klein       40     Executive Vice President       1991
                              and member of the Executive
                              Committee of the Bank.

Donald R. LaMar        48     Executive Vice President and   1995
                              member of Executive Committee
                              of the Bank and President of 
                              Mid-America Gift Certificate 
                              Company.

David C. Meece         45     Executive Vice President       1995
                              and member of Executive
                              Committee of the Bank.

Gail W. Pohn           60     Executive Vice President       1993 
                              and member of the Executive
                              Committee of the Bank.

Robert H. Sachs        58     Executive Vice President       1993 
                              and member of the Executive 
                              Committee of the Bank until 
                              retirement on December 31, 1998.

Marlyn Y. Smith        62     Executive Vice President       1995
                              and member of Executive
                              Committee of the Bank.

Mr. David Klein, Executive Vice President of the Bank since 1991, 
was named Chief Operating Officer and Executive Vice President of 
the Company and the Bank in 1998.

Mr. Guillaume joined the Company and the Company's subsidiary 
bank in October 1995.  From 1993 to September 1995, Mr. Guillaume 
was a Director and the President of Liberty National Bank and 
Trust Company of Louisville and Liberty National Bancorp, Inc. 
(now Bank One, Kentucky).  Prior to 1993, he was Executive Vice 
President of these entities. 

Mr. Hornig joined the Company's subsidiary bank in April 1995 as 
Executive Vice President - Human Resources.  From October 1992 to 
March 1995, Mr. Hornig was Senior Vice President - Human 
Resources of First Colonial Bank Shares Corporation, a non-
affiliate of the Company.  Prior to 1992, Mr. Hornig was Director 
of Human Resources for Arthur J. Gallagher & Company.  

Mr. LaMar joined the Company's bank subsidiary in 1985.  He was 
elected to his current position in 1995.  From 1987 to 1994 he 
was Senior Vice President, Operations Support.           

Mr. Meece joined the Company's subsidiary bank in 1985.  He was 
elected to his current position in 1995.  From 1992 to 1994 he 
was Senior Vice President, Advanced Systems Development.  Prior 
to 1992, Mr. Meece was Vice President, Information System Support 
Services.

Ms. Smith joined the Company's subsidiary bank in 1965.  She was 
elected to her current position in 1995.  From 1987 to 1994 she 
was Senior Vice President, Loan Services.

All other executive officers have served the Company or the Bank 
in the executive officer capacities identified above for more 
than five years.




                               PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED   
         SECURITY HOLDER MATTERS

The information captioned "Market for MidAmerica Bancorp's Stock 
and Related Security Holder Matters" included on page 21 of the 
Company's annual report to shareholders for the year ended  
December 31, 1998, is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

The information captioned "Summary of Financial Data" included on 
page 19 of the Company's annual report to shareholders for the 
year ended December 31, 1998, is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL              
         CONDITION AND RESULTS OF OPERATIONS         

The Management's Discussion and Analysis of Financial Condition 
and Results of Operations included on pages 4 through 15 of the 
Company's annual report to shareholders for the year ended 
December 31, 1998, is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET 
         RISK

The information captioned "Interest Rate Sensitivity Management 
(Market Risk)" included on pages 12 and 13 of the Company's annual 
report to shareholders for the year ended December 31, 1998, is 
incorporated herein by reference.




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following consolidated financial statements of the Company 
and report of independent auditors included on pages 22 through  
46 in the Company's annual report to shareholders for the year 
ended December 31, 1998, are incorporated herein by reference:

Independent Auditors' Report
Consolidated balance sheets - December 31, 1998 and 1997
Consolidated statements of income -
     years ended December 31 1998, 1997 and 1996  
Consolidated statements of changes in shareholders' equity -
     years ended December 31, 1998, 1997 and 1996
Consolidated statements of comprehensive income-
     years ended December 31, 1998, 1997 and 1996 
Consolidated statements of cash flows -
     years ended December 31, 1998, 1997 and 1996
Notes to consolidated financial statements

The information captioned "Quarterly Financial Data" included on 
page 20 of the Company's annual report to shareholders for the 
year ended December 31, 1998, is incorporated herein by 
reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
         ACCOUNTING AND FINANCIAL DISCLOSURE

None

                            PART III


ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

The information appearing under the heading "EXECUTIVE OFFICERS 
OF REGISTRANT" appearing in Part I of this Form 10-K and the 
information appearing under the headings "PROPOSAL 1 - ELECTION 
OF DIRECTORS" and SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING 
COMPLIANCE in the Company's definitive Proxy Statement filed 
pursuant to Regulation 14A under the Securities Exchange Act of 
1934 in connection with the Company's 1999 Annual Meeting of 
Shareholders to be held April 22, 1999, are incorporated herein 
by reference.

ITEM 11.  EXECUTIVE COMPENSATION

The information appearing under the headings PROPOSAL 1  
ELECTION OF DIRECTORS -  INFORMATION CONCERNING THE BOARD OF 
DIRECTORS and "EXECUTIVE COMPENSATION" in the Company's 
definitive Proxy Statement filed pursuant to Regulation 14A under 
the Securities Exchange Act of 1934 in connection with the 
Company's 1999 Annual Meeting of Shareholders to be held April 
22, 1999, is incorporated herein by reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

The information appearing under the headings "PRINCIPAL 
SHAREHOLDERS" and "ELECTION OF DIRECTORS" in the Company's 
definitive Proxy Statement filed pursuant to Regulation 14A under 
the Securities Exchange Act of 1934 in connection with the 
Company's 1999 Annual Meeting of Shareholders to be held April 
22, 1999, is incorporated herein by reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information appearing under the headings "COMPENSATION 
COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION" and OTHER 
TRANSACTIONS in the Company's definitive Proxy Statement filed 
pursuant to Regulation 14A under the Securities Exchange Act of 
1934 in connection with the Company's 1999 Annual Meeting of 
Shareholders to be held April 22, 1999, is incorporated herein by 
reference.




                             PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
          ON FORM 8-K
 
                a-l     Financial Statements 

                        See Part II, Item 8 for a listing of all financial 
                        statements and the report of independent auditors 
                        which is incorporated herein by reference.

                a-2     Financial Statement Schedules 

                        All schedules normally required by Form lO-K are 
                        omitted since they are either not applicable or 
                        the required information is shown in the financial 
                        statements or the notes thereto.  

                a-3     Exhibits   

                        The exhibits filed as part of this report on Form 
                        10-K are listed on the Exhibit Index appearing on 
                        pages 24 through 26 of this annual report on Form 
                        10-K, which are incorporated herein by reference. 

                b       Reports on Form 8-K

                        There were no reports filed on Form 8-K during
                        the fourth quarter of 1998.



                            SIGNATURES

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

                        MID-AMERICA BANCORP


March 22, 1999        BY:  /s/ Bertram W. Klein       
                           Bertram W. Klein
                           Chairman of the Board 

Pursuant to the requirements of the Securities Exchange Act of 
1934, this report has been signed below by the following persons on 
behalf of the registrant and in the capacities indicated.


/s/ Bertram W. Klein            Chairman of the Board     March 22, 1999
Bertram W. Klein        

/s/ R.K. Guillaume              Chief Executive Officer   March 22, 1999
R.K. Guillaume                  and Director

/s/ Orson Oliver                President and Director    March 22, 1999
Orson Oliver

/s/ Steven A. Small             Treasurer                 March 22, 1999
Steven A. Small                 (Principal Accounting 
                                Officer)

/s/ Leslie D. Aberson           Director                  March 22, 1999
Leslie D. Aberson

/s/ Robert P. Adelberg          Director                  March 22, 1999
Robert P. Adelberg

/s/ William C. Ballard, Jr.     Director                  March 22, 1999
William C. Ballard, Jr.

/s/ James E. Cain               Director                  March 22, 1999
James E. Cain

/s/ Martha Layne Collins        Director                  March 22, 1999
Martha Layne Collins

/s/ Wendell H. Ford             Director                  March 22, 1999
Wendell H. Ford

/s/ David Jones, Jr.            Director                  March 22, 1999
David Jones, Jr.

/s/ Peggy Ann Markstein         Director                  March 22, 1999
Peggy Ann Markstein

/s/ Donald G. McClinton         Director                  March 22, 1999 
Donald G. McClinton

/s/ Jerome J. Pakenham          Director                  March 22, 1999
Jerome J. Pakenham

/s/ John S. Palmore             Director                  March 22, 1999
John S. Palmore

/s/ Woodford R. Porter, Sr.     Director                  March 22, 1999
Woodford R. Porter, Sr.

/s/ Benjamin K. Richmond        Director                  March 22, 1999 
Benjamin K. Richmond

/s/ Bruce J. Roth               Director                  March 22, 1999
Bruce J. Roth

/s/ Raymond L. Sales            Director                  March 22, 1999
Raymond L. Sales

/s/ Henry C. Wagner             Director                  March 22, 1999
Henry C. Wagner


                SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, D.C. 20549


                          ______________



                             EXHIBITS

                            filed with


                            FORM 10-K


          ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
              OF THE SECURITIES EXCHANGE ACT OF 1934


           For the fiscal year ended December 31, 1998

                  Commission file number 1-10602


                         ________________


                        MIDAMERICA BANCORP        


                         INDEX TO EXHIBITS


3(a)    Restated Articles of Incorporation of MidAmerica 
        Bancorp filed with the Secretary of State of Kentucky 
        on May 4, 1989; as amended by Articles of Amendment 
        filed with the Secretary of State of Kentucky on 
        April 19, 1993, March 13, 1995, March 5, 1998 and 
        January 11, 1999.
 
  (b)   By-Laws of MidAmerica Bancorp are incorporated by
        reference to Exhibit 3(b) to the Companys annual 
        report on  Form 10-K for the year ended December 31,
        1995.

   4.   Amended and Restated Articles of Incorporation,       
        By-Laws, and Shareholder Rights Agreement, 
        dated February 23, 1998, between MidAmerica 
        Bancorp and Mid-America Bank of Louisville and 
        Trust Company are incorporated by reference to 
        Exhibit 3 (a) to this report, Exhibit 3 (b) to 
        the Company's annual report on Form 10-K for 
        the year ended December 31, 1995, and Exhibit 
        4 to the Companys report on Form 8-K dated 
        February 23, 1998, respectively.                             

   10.  Material Contracts

10.(a)  MidAmerica Bancorp Non-Employee Directors 
        Deferred Compensation Plan incorporated 
        by reference to  Exhibit 10(a) to the Company's 
        annual report on Form 10-K for the year 
        ended December 31, 1994.(*)

10.(b)  Employment Agreement between the Company  
        and Orson Oliver incorporated by reference 
        to Exhibit 10 (b) of the Company's annual 
        report on form 10-K for the year ended 
        December 31, 1995.(*)                   

10.(c)  Employment Agreement between the Company and    
        R. K. Guillaume incorporated by reference to 
        Exhibit 10 (n)of the Company's quarterly report 
        on Form 10-Q for the quarter ended September 
        30, 1995. (*)

10.(d)  Employment Agreement between the Company
        and David N. Klein incorporated by reference
        to Exhibit 10 (d) of the Company's annual 
        report of Form 10-K for the year ended December 
        31, 1995.(*)

10.(e)  Employment Agreement between the Company
        and Richard B. Klein incorporated by reference
        to Exhibit 10 (e) of the Company's annual report 
        of Form 10-K for the year ended December 31, 
        1995.(*)

10.(f)  Employment Agreement between the Company 
        and Robert Sachs incorporated by reference 
        to Exhibit 10 (f) of the Companys annual 
        report on Form 10-K for the year ended December 
        31, 1995.(*)

10.(g)  Employment Agreement between the Company
        and Gail Pohn incorporated by reference
        to Exhibit 10 (g) of the Company's annual 
        report on Form 10-K for the year ended December 
        31, 1995.(*)

10.(h)  Employment Agreement between the Company
        and Steven Small incorporated by reference 
        to Exhibit 10 of the Company's quarterly report 
        on Form 10-Q for the quarter ended June 30,1998.(*) 

10.(i)  Agreement and General Release between the
        Company and Stanley L. Atlas dated,
        October 26, 1993, incorporated by reference 
        to Exhibit 10 (h) of the Company's annual 
        report on Form 10-K for the year ended 
        December 31, 1993.(*)
                 
10.(j)  Amended and Restated MidAmerica Bancorp 
        Incentive Stock Option Plan is incorporated     
        herein by reference to Post-Effective Amendment 
        Number 1 to Form S-8 Registration Statement No. 
        2-92270.(*)

10.(k)  MidAmerica Bancorp 1991 Incentive Stock Option 
        Plan is incorporated by reference to Exhibit 
        28 to Registration Statement No. 33-42989(*)

10.(l)  MidAmerica Bancorp 1996 Management Incentive 
        Compensation Plan incorporated by reference to 
        Exhibit 10 (l) of the Company's annual report on 
        Form 10-K for the year ended December 31, 1996.(*)  

10.(m)  Employment Agreement between the Company and    
        William J. Hornig incorporated by reference to 
        Exhibit 10 of the Company's quarterly report on 
        Form 10-Q for the quarter ended March 31, 1998.(*)       

10.(n)  1995 Incentive Stock Option plan of MidAmerica  
        Bancorp incorporated by reference to Exhibit 10(m) 
        of the Company's quarterly report on Form 10-Q for 
        the quarter ended June 30, 1995.(*)

    *   Management contract or compensatory plan or 
        arrangement required to be filed as an exhibit 
        pursuant to Item 14 of this report.        

   11.  Statement re Computation of per share earnings.
   
   13.  Selected portions of the annual report to 
        shareholders for the year ended December 31, 1998.  

   21.  Subsidiaries of the Company.

   23.  Consent of independent auditors.

   27.  Financial Data Schedule.

   99.  Additional Exhibits

        Form 11-K