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, 1996           
      
                        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 11,
1997 was approximately $136,925,000.            

The number of shares outstanding of the registrant's common stock 
as of February 11, 1997 was 9,452,026.


               DOCUMENTS INCORPORATED BY REFERENCE


Portions of Registrant's Annual Report to Shareholders for the year
ended December 31, 1996 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 17, 1997 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
     8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. . 15
     9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS   
         ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . 15

PART III

    10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE 
         REGISTRANT . . . . . . . . . . . . . . . . . . 16
    11.  EXECUTIVE COMPENSATION . . . . . . . . . . . . 16
    12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL 
         OWNERS AND MANAGEMENT. . . . . . . . . . . . . 16
    13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 16

PART IV

    14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND        
         REPORTS ON FORM 8-K. . . . . . . . . . . . . . 17


         SIGNATURES . . . . . . . . . . . . . . . . .18-19



                              PART I


ITEM 1. BUSINESS OF MID-AMERICA BANCORP

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"), and as a savings
and loan holding company pursuant to the Home Owners' Loan 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") and the Office of Thrift Supervision ("OTS").

The Company's banking subsidiary, Mid-America Bank of Louisville
and Trust Company (the "Bank"), represents 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.  The present name of the Bank was
adopted on March 25, 1983, when the Bank became a wholly-owned
subsidiary of the Company.  

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; 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;
serving as escrow agent on bond issues; serving as stock transfer
agent,  exchange agent, dividend disbursing agent, and registrar
with respect to corporate securities; and participation in small
business loan and student loan programs.

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 Money Order
Company, is engaged in the issuance and sale throughout the United
States of retail money orders and similar consumer-type payment
instruments having a face value of not more than $2,000.  As of
December 31, 1996, Mid-America Money Order Company was licensed to
issue money orders in all 50 states, the District of Columbia, the
U.S. Virgin Islands and Puerto Rico.

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.

On December 31, 1996, the Bank ranked fifth among banks and trust
companies in the City of Louisville and in Jefferson County,
Kentucky, in terms of total assets and in terms of total deposits. 
On December 31, 1996 there were thirteen commercial banks and trust
companies in Jefferson County, including the Bank.

Employees

As of December 31, 1996, the Company and subsidiaries employed 583
persons on a full-time basis and 94 on a part-time basis.

Government Policies

As a financial institution holding company, the earnings of the
Company are affected by state and federal laws and by policies of
various federal and state regulatory agencies.  These policies
include, for example, statutory maximum legal lending rates,
domestic monetary policies of the Federal Reserve Board, United
States fiscal policy, and capital adequacy and liquidity
constraints imposed by bank regulatory agencies.

Supervision And Regulation

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 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 retains
direct supervision of state chartered member banks and their
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.

The enactment in August 1989 of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 ("FIRREA") placed the savings
and loan insurance fund under the control of the FDIC, created the
OTS in the U.S. Treasury Department and created the Resolution
Trust Corporation to act as receiver to liquidate failed thrift
institutions.  FIRREA further expanded the power of bank holding
companies to allow for the acquisition of savings associations and
to operate them as separate thrift subsidiaries.  FIRREA enhanced
the ability of bank holding companies to expand through thrift
acquisitions beyond their present geographic interstate banking
region.  The tandem restrictions placed upon thrift subsidiaries of
bank holding companies have been removed allowing linkage of
deposit-taking activities and solicitation of deposits and loans on
behalf of affiliate companies.  FIRREA led to many structural
changes in competition for loans, deposits and other services,
affected collateral valuation methods, and the acquisition of
financial institutions.

In addition to FIRREA, in December 1991 the Federal Deposit
Insurance Corporation Improvement Act of 1991 (the "FDIC
Improvement Act") was enacted.  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.    

In 1994 the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Act") was signed into law.  When fully phased in,
the Act will remove state law barriers to interstate bank
acquisitions and will permit 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 any
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 will
become operative on June 1, 1997, although any state can, prior to
that time, adopt legislation to accelerate interstate branching or
prohibit it completely.  The Act's interstate branching provisions
will 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.


<PAGE>
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 17 of the Company's annual report to shareholders for
the year ended December 31, 1996, 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, 1996.  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, 1996. 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, 1996
and 1995 are shown in the schedule captioned "Interest Income and Interest
Expense Volume and Rate Changes for the Years 1996 and 1995 Tax Equivalent
Basis" included on page 18 of the Company's annual report to shareholders for
the year ended December 31, 1996, which is incorporated herein by reference.  

<TABLE>
<CAPTION>

SECURITIES PORTFOLIO
BOOK VALUE                                                 December 31
(In Thousands)                                  -------------------------------------
                                                 1996          1995          1994
Securities Available for Sale                   --------      --------      --------
<S>                                            <C>           <C>           <C>
U.S. Treasury and U.S. government agencies...   $148,300      $222,882      $105,181
Collateralized mortgage obligations..........    100,754        14,412         1,858
States and political subdivisions............     41,604        11,301
Corporate obligations........................     28,825        28,107         9,915
Equity securities ...........................     16,635        15,672        14,528
                                                --------      --------      --------
                                                $336,118      $292,374      $131,482
                                                ========      ========      ========
<CAPTION>
                                                           December 31
                                                -------------------------------------
                                                 1996          1995          1994
Securities Held to Maturity                     --------      --------      --------
<S>                                             <C>           <C>           <C>
U.S. Treasury and U.S. government agencies...    $75,455       $69,226      $189,223
States and political subdivisions............        --            --          7,877
Corporate obligations........................        100           100        16,863
Equity securities and other..................        --            --            350
                                                --------      --------      --------
                                                 $75,555       $69,326      $214,313
                                                ========      ========      ========
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

SECURITIES
MATURITY DISTRIBUTION AND WEIGHTED AVERAGE YIELDS 
DECEMBER 31, 1996

(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                  $51,425      5.40%  $96,875      6.43%     --        --        --        --
Collateralized mortgage obligations      6,038      5.70%   66,843      6.23%   27,873      6.67%     --        --
States and political 
  subdivisions                              50      5.77%    2,210      6.94%    1,621      8.50%   37,723      8.67%
Corporate obligations                    2,015      6.18%    1,690      6.50%    4,426      5.95%   20,694      5.92%
Equity securities                         --        --         250      7.75%     --        --      16,385      6.85%
                                      --------            --------            --------            --------
                                       $59,528      5.45% $167,868      6.36%  $33,920      6.66%  $74,802      7.51%
                                      ========            ========            ========            ========
<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                  $69,961      5.47%   $5,494      6.90%     --        --        --        --
Corporate obligations                     --        --         100      5.25%     --        --        --        --
                                      --------            --------            --------            --------
                                       $69,961      5.47%   $5,594      6.78%     --        --        --        --
                                      ========            ========            ========            ========
</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%.

<TABLE> 
<CAPTION>

LOAN PORTFOLIO
(In Thousands)
                                                                                       December 31
                                                                    -------------------------------------------------
                                                                      1996      1995      1994      1993      1992
                                                                    --------  --------  --------  --------  --------
<S>                                                                 <C>       <C>       <C>       <C>       <C>
Commercial and financial                                            $386,647  $345,167  $299,375  $254,374  $223,426
Real estate - construction and development                            55,738    61,398    61,083    59,581    52,214
Real estate - mortgage                                               294,746   284,074   291,198   296,870   262,362
Consumer                                                              67,051    57,926    47,740    46,743    45,265
                                                                    --------  --------  --------  --------  --------
                                                                    $804,182  $748,565  $699,396  $657,568  $583,267
                                                                    ========  ========  ========  ========  ========
</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, 1996
(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                       $87,547     $126,577     $172,523     $386,647
Real estate - construction and development      32,806       15,421        7,511       55,738
Real estate - mortgage                         111,926       61,712      121,108      294,746
Consumer                                        42,369       15,240        9,442       67,051
                                              --------     --------     --------     --------
                                              $274,648     $218,950     $310,584     $804,182
                                              ========     ========     ========     ========

Predetermined rates                            $74,819     $134,965     $228,839     $438,623
Floating rates                                 199,829       83,985       81,745      365,559
                                              --------     --------     --------     --------
                                              $274,648     $218,950     $310,584     $804,182
                                              ========     ========     ========     ========
</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
13 and 32, respectively, of the Company's annual report to
shareholders for the year ended December 31, 1996, which is
incorporated herein by reference.

<PAGE>

<TABLE>
<CAPTION>

SUMMARY OF LOAN LOSS EXPERIENCE
(Dollars In Thousands)

                                                 1996       1995       1994       1993       1992
                                              ---------  ---------  ---------  ---------  ---------
<S>                                           <C>        <C>        <C>        <C>        <C>
Balance, beginning of year....................  $9,318     $7,045     $6,578     $6,020     $5,523
Charge-offs:
  Commercial and financial....................     661        569        115         48         88
  Real estate - construction and development..              2,888         28               
  Real estate - mortgage......................     115        305        139        262        134
  Consumer....................................     249        283        211        266        282
                                              ---------  ---------  ---------  ---------  ---------
    Total charge-offs.........................   1,025      4,045        493        576        504
                                              ---------  ---------  ---------  ---------  ---------
Recoveries:
  Commercial and financial....................     231         44         10          7          8
  Real estate - construction and development..                                      462    
  Real estate - mortgage......................     120         61        125         99        197
  Consumer....................................     109        166        113        176        146
                                              ---------  ---------  ---------  ---------  ---------
    Total recoveries..........................     460        271        248        744        351
                                              ---------  ---------  ---------  ---------  ---------
Net charge-offs (recoveries)..................     565      3,774        245       (168)       153
                                              ---------  ---------  ---------  ---------  ---------
Provision for loan losses.....................     414      6,047        712        390        650
                                              ---------  ---------  ---------  ---------  ---------
Balance, end of year..........................  $9,167     $9,318     $7,045     $6,578     $6,020
                                              =========  =========  =========  =========  =========
Average loans, net of unearned income.........$767,755   $707,898   $679,100   $615,070   $534,525
                                              =========  =========  =========  =========  =========
Net charge-offs (recoveries)
  to average loans, net of unearned income....    0.07%      0.53%      0.04%  (0.03%)        0.03%
                                              =========  =========  =========  =========  =========
</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 10 and 11 of the Company's annual report to shareholders for the year
ended  December 31, 1996, incorporated herein by reference, for a discussion
of factors affecting loan  loss experience during 1996.

<PAGE>

<TABLE>
<CAPTION>

ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
(Dollars In Thousands)

                          1996                  1995                  1994                  1993                  1992
                  --------------------- --------------------- --------------------- --------------------- ---------------------
                               % 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........   $6,068      48.08%    $5,022      46.11%    $3,651      42.80%    $3,614      38.68%    $2,598      38.31%
Real estate -
 construction
 and development..    1,576       6.93%     2,932       8.20%     1,773       8.73%     1,235       9.06%       424       8.95%
Real estate -
 mortgage.........      498      36.65%       437      37.95%       445      41.64%       378      45.15%     1,515      44.98%
Consumer..........    1,025       8.34%       927       7.74%     1,176       6.83%     1,351       7.11%     1,483       7.76%
                  ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
                     $9,167     100.00%    $9,318     100.00%    $7,045     100.00%    $6,578     100.00%    $6,020     100.00%
                  ========== ========== ========== ========== ========== ========== ========== ========== ========== ==========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

MATURITY SCHEDULE OF TIME DEPOSITS OF $100,000 AND OVER
DECEMBER 31, 1996
(In Thousands)
                                                  Certificate
                                                  Of Deposits   Other       Total
                                                  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>
Three months or less..............................  $16,845     $10,109     $26,954
Over three through six months.....................    8,248         --        8,248
Over six through twelve months....................   21,420         --       21,420
Over twelve months................................   26,837         --       26,837
                                                  ----------  ----------  ----------
                                                    $73,350     $10,109     $83,459
                                                  ==========  ==========  ==========
</TABLE>

RETURN ON EQUITY AND ASSETS

Selected ratios for the years 1996, 1995 and 1994 are included on page 2 of
the Company's annual report to shareholders for the year ended December 31,
1996 and are incorporated herein by reference.


FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

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 1996, 1995 and 1994 follows:

<TABLE>
<CAPTION>
(Dollars In Thousands)
                                                      1996        1995        1994
                                                  ----------  ----------  ----------
<S>                                                <C>         <C>         <C>
 Federal funds purchased:
  Balance at year end.............................   $4,000      $3,050      $5,800
  Average during the year.........................    4,249       3,730       5,574
  Maximum amount outstanding at any month end.....    5,350       5,100      11,325
  Weighted average rate during the year...........     5.34%       5.93%       3.79%
  Weighted average rate on December 31............     6.94%       5.99%       5.99%


                                                      1996        1995        1994
                                                  ----------  ----------  ----------
 Securities sold under agreements to repurchase:
  Balance at year end............................. $285,948    $227,166    $213,101
  Average during the year.........................  252,577     148,758     149,465
  Maximum amount outstanding at any month end.....  320,174     227,166     213,101
  Weighted average rate during the year...........     5.01%       5.51%       3.97%
  Weighted average rate on December 31............     5.05%       5.40%       5.77%

</TABLE>

ITEM 2. PROPERTIES

The Bank maintains a main office, warehouse, operations center and 
30 branches in Jefferson County, Kentucky.  The Bank owns 20 branch
offices, leases 8 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 39 automatic teller
machines, at various locations in its traditional customer base of
Jefferson County, Kentucky. The Savings Bank owns the building but
leases the land for its main office facility, owns its branch
location and operates two automatic teller machines in Oldham
County, Kentucky. See footnote G to the consolidated financial
statements on page 33 of the Company's annual report to
shareholders for the year ended December 31, 1996, 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 41 of the Company's annual
report to shareholders for the year ended December 31, 1996, 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, 1996, 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, Marlyn Y. Smith, and
Thomas L. Weber, is employed pursuant to an employment agreement.

                                                         Year From
Name                  Age       Position Held            Which Held

Bertram W. Klein       66     Chairman of the Board,         1985
                              and member of the Executive
                              Committee

R. K. Guillaume        53     Vice Chairman, Chief Executive 1995
                              Officer and member of
                              Executive Committee


Orson Oliver           53     President, Director and        1985
                              member of the Executive
                              Committee

Paul E. Henry          61     Executive Vice President       1989
                              and member of the Executive
                              Committee

William J. Hornig      47     Executive Vice President       1995  
                              and member of the Executive
                              Committee
     
David N. Klein         40     Executive Vice President       1991
                              and member of the Executive
                              Committee

Richard B. Klein       38     Executive Vice President       1991
                              and member of the Executive
                              Committee

Donald R. LaMar        46     Executive Vice President,      1995
                              member of Executive Committee
                              and President of Mid-America
                              Money Order Company

David C. Meece         43     Executive Vice President       1995
                              and member of Executive
                              Committee

Gail W. Pohn           58     Executive Vice President       1993 
                              and member of the Executive
                              Committee

Robert H. Sachs        57     Executive Vice President       1993 
                              and member of the Executive 
                              Committee       

Steven A. Small        43     Executive Vice President,      1993
                              Chief Financial Officer
                              and member of the Executive 
                              Committee

Marlyn Y. Smith        60     Executive Vice President       1995
                              and member of Executive
                              Committee

Thomas L. Weber        64     Executive Vice President       1984
                              and member of the Executive
                              Committee

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 and 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. Pohn joined the Company and the Company's subsidiary bank in
1993.  Prior to joining the Company, from 1981 to 1993, he was
Senior Vice President, Chief Counsel and Secretary for National
City Bank, Kentucky (and its predecessor), a non-affiliate of the
Company.

Mr. Sachs joined the Company and the Company's subsidiary bank in
1993.  From 1990 to 1993, Mr. Sachs was the President of Legal
Services Management, Inc., a consultant to corporations and law
firms regarding the effective management and delivery of legal
services.  From 1989 to 1990 he was Vice President of Law and
Corporate Secretary to BATUS Inc., a $13 billion management and
holding company for the U.S. interests of BAT Industries, plc, a
large publicly held UK conglomerate.  Prior to that, Mr. Sachs was
Vice President and General Counsel, Product Litigation, to Brown &
Williamson Tobacco Corporation.

Mr. Small, a CPA, joined the Company and the Company's subsidiary
bank in 1993.  Prior to joining the Company, from 1986 to 1993, he
was a partner of KPMG Peat Marwick, Certified Public Accountants,
and worked primarily in serving financial institution clients of
that firm.

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.



Mrs. 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 Mid-America Bancorp's Stock
and Related Security Holder Matters" included on page 22 of the
Company's annual report to shareholders for the year ended  
December 31, 1996, is incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

The information captioned "Summary of Financial Data" included on
page 20 of the Company's annual report to shareholders for the year
ended December 31, 1996 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 9 through 19 of the
Company's annual report to shareholders for the year ended December
31, 1996 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 24 through 44 in
the Company's annual report to shareholders for the year ended
December 31, 1996 are incorporated herein by reference:

     Independent Auditors' Report
     Consolidated balance sheets - December 31, 1996 and 1995
     Consolidated statements of income -
          years ended December 31 1996, 1995, and 1994
     Consolidated statements of changes in shareholders' equity -
          years ended December 31, 1996, 1995 and 1994
     Consolidated statements of cash flows -
          years ended December 31, 1996, 1995 and 1994
     Notes to consolidated financial statements

The information captioned "Quarterly Financial Data" included on
page 21 of the Company's annual report to shareholders for the year
ended December 31, 1996 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 "ELECTION OF
DIRECTORS" and "COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES
EXCHANGE ACT OF 1934" 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 1997 Annual Meeting of
Shareholders are incorporated herein by reference.

Item 11.  Executive Compensation.

     The information appearing under the heading "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 1997 Annual Meeting of
Shareholders 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 1997 Annual Meeting of Shareholders is incorporated
herein by reference.

Item 13.  Certain Relationships and Related Transactions.

     The information appearing under the headings "CERTAIN
TRANSACTIONS" and "COMPENSATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION" 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 1997 Annual Meeting of
Shareholders 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 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 23 through 25 of this annual report on Form     
               10-K, which are incorporated herein by reference. 


          b    Reports on Form 8-K

                    None



                           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 17, 1997        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 17, 1997
Bertram W. Klein               

/s/ R.K. Guillaume             Vice Chairman and Chief   March 17, 1997
R.K. Guillaume                 Executive Officer

/s/ Orson Oliver               President and Director    March 17, 1997
Orson Oliver

/s/ Steven A. Small            Executive Vice            March 17, 1997
Steven A. Small                President & Chief 
                               Financial Officer

/s/ Leslie D. Aberson          Director                  March 17, 1997
Leslie D. Aberson

/s/ Robert P. Adelberg         Director                  March 17, 1997
Robert P. Adelberg

/s/ Stanley L. Atlas           Director                  March 17, 1997
Stanley L. Atlas               

/s/ William C. Ballard, Jr.    Director                  March 17, 1997
William C. Ballard, Jr.

/s/ James E. Cain              Director                  March 17, 1997
James E. Cain

/s/ Martha Layne Collins       Director                  March 17, 1997
Martha Layne Collins

/s/ Peggy Ann Markstein        Director                  March 17, 1997
Peggy Ann Markstein

/s/ Donald G. McClinton        Director                  March 17, 1997
Donald G. McClinton

/s/ Jerome J. Pakenham         Director                  March 17, 1997
Jerome J. Pakenham

/s/ John S. Palmore            Director                  March 17, 1997
John S. Palmore

                               Director                  March 17, 1997
Woodford R. Porter, Sr.

/s/ Benjamin K. Richmond       Director                  March 17, 1997
Benjamin K. Richmond

/s/ Bruce J. Roth              Director                  March 17, 1997
Bruce J. Roth

/s/ Raymond L. Sales           Director                  March 17, 1997
Raymond L. Sales

/s/ Henry C. Wagner            Director                  March 17, 1997
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, 1996

                  Commission file number 1-10602



                         ________________


                       MID-AMERICA BANCORP        




                          INDEX TO EXHIBITS


     3(a) Articles of Restatement of Articles of Incorporation 
          of Mid-America 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 and March 13, 
          1995 are incorporated by reference to Exhibit 3 
          (a) to the Company's annual report on Form 10-K 
          for the year ended December 31, 1994.
                
      (b) By-Laws of Mid-America Bancorp. 

       4. Amended and Restated Articles of Incorporation
          and By-Laws are incorporated by reference to 
          Exhibits 3 (a) and 3 (b) to the Company's annual 
          report on Form 10-K for the year ended December 
          31, 1995.                                       

      10. Material Contracts

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

  10. (b) Employment Agreement between the Company  
          and Orson Oliver dated, November 8, 1995. (*)               
  10. (c) Employment Agreement between the Company and
          R. K. Guillaume dated October 2, 1995 is
          incorporated by reference herein to Exhibit
          10 (n) to 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 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 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 the Company's 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 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 the Company's annual report on Form 10-K
          for the year ended December 31, 1995.(*) 

  10. (i) Agreement and General Release between the
          Company and Stanley L. Atlas dated,
          October 26, 1993.  Exhibit 10 (h) to the
          Company's annual report on Form 10-K for the 
          year ended December 31, 1993 is incorporated by
          reference herein.(*)
                
  10. (j) Amended and Restated Mid-America 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) Mid-America Bancorp 1991 Incentive Stock Option 
          Plan. Exhibit 28 to Registration Statement No. 
          33-42989 is incorporated by reference herein.(*)

  10. (l) Mid-America Bancorp 1996 Management Incentive 
          Compensation Plan.(*)  
          
  10. (m) Employment Agreement between the Company and
          William J. Hornig dated April 1, 1995, is
          incorporated by reference herein to Exhibit 
          10 (l)to the Company's quarterly report on 
          Form 10-Q for the quarter ended June 30, 1995. (*)     

  10. (n) 1995 Incentive Stock Option plan of Mid-America 
          Bancorp, is incorporated by reference herein to
          Exhibit 10 (m) to 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, 1996.  

      21. Subsidiaries of the Company.

      23. Consent of independent auditors.

      27. Financial Data Schedule.

      99. Additional Exhibits
     
          Form 11-K