<PAGE>   1

                                   FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

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

For Quarter Ended  September 30, 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 2-39895


                           MIDLAND ENTERPRISES INC.
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             (Exact name of registrant as specified in its charter)

         DELAWARE                                           04-2284434    
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 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                           Identification No.)

300 PIKE STREET, CINCINNATI, OHIO                               45202
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 (Address of principal executive offices)                      (Zip code)

Registrant's telephone number, including area code           513-721-4000


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        (Former name, former address and former fiscal year, if changed
                              since last report.)

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 
                                ----        ----

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The number of shares of common stock of Midland Enterprises Inc. outstanding as
of the date of this report was 15 1/2, all held by Eastern Enterprises.

Registrant meets the conditions set forth in general instructions H(1) (a) and
(b) of Form 10-Q and is therefore filing this form with the reduced disclosure
format.
<PAGE>   2
                   MIDLAND ENTERPRISES INC. AND SUBSIDIARIES
                         NOTES TO FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996


(1)  ACCOUNTING POLICIES

It is Midland's opinion that the financial information contained in this report
reflects all adjustments necessary to present a fair statement of the results
for the periods reported, but such results are not necessarily indicative of
results to be expected for the year, due to the somewhat seasonal nature of
Midland's operations.  All such adjustments were of a normal, recurring nature.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted in this Form 10-Q pursuant to the rules and
regulations of the Securities and Exchange Commission.  However, the disclosures
herein when read with the annual report for 1995 filed on Form 10-K are adequate
to make the information presented not misleading.


(2)  CONTINGENCIES

In September 1996 Midland's Parent, Eastern Enterprises, received notice from
the Social Security Administration claiming that the Parent is responsible for
health benefit premiums for an additional group of retired coal miners and their
beneficiaries under the federal Coal Industry Retiree Health Benefit Act of 1992
("Coal Act").  In 1993 and 1995 the Parent recorded extraordinary charges to
provide for its estimated undiscounted obligations under the Coal Act with
respect to retired coal miners and their beneficiaries assigned to the Parent.
A portion of the recent assignment to the Parent is assertedly due to the
Parent's relationship to a predecessor of Midland that is no longer in business.

In 1995, Midland recorded a reserve of $4,600,000 ($2,990,000 after-tax) to
provide for its estimated undiscounted obligations under the Coal Act with the
after-tax amount properly reflected as an extraordinary item.  As more fully
discussed in Note 11 of Notes to Financial Statements in Midland's 1995 Annual
Report, its obligation could range from zero to more than $8 million.  Due to a
lack of information about the recent assignment of the additional group of
retired miners and their beneficiaries and their relationship to Midland, it is
not known what the ultimate cost of such assignment, if any, will be to Midland
and no additional reserve has been made at this time.
<PAGE>   3
ITEM 1.
FINANCIAL STATEMENTS

Company or group of companies for which report is filed:
Midland Enterprises Inc. and Subsidiaries ("Midland")

Consolidated Statements of Income

<TABLE>
<CAPTION>
                                                                                     (000 Omitted)
                                                             -------------------------------------------------------------------
                                                                For the Three Months Ended            For the Nine Months Ended
                                                             --------------------------------    -------------------------------
                                                               September 30,    September 30,    September 30,     September 30,
                                                                   1996              1995             1996              1995
                                                               -------------    -------------    -------------     -------------
<S>                                                              <C>                <C>             <C>               <C>
Operating Revenues                                               $ 74,497           $76,486         $227,376          $218,474
                                                                 --------           -------         --------          --------
Operating Costs and Expenses:

   Operating Expenses                                              46,128            47,632          142,299           134,901
   Depreciation and amortization                                    5,739             5,506           16,786            17,012
   Selling, general & administrative expenses                       3,286             2,662            9,080             7,957
   Overhead allocation from Parent                                    750               675            2,250             2,025
   Taxes, other than income                                         3,931             4,286           12,675            13,010
                                                                 --------           -------         --------          --------
                                                                   59,834            60,761          183,090           174,905
                                                                 --------           -------         --------          --------
   Operating Earnings                                              14,663            15,725           44,286            43,569
                                                                 --------           -------         --------          --------
Other Income:

   Interest income from Parent                                        832             1,150            2,497             3,452
   Interest income other                                              275               194              936               436
   Premium paid on debt
       retirement and other, net                                      (19)              373             (472)              359
                                                                 --------           -------         --------          --------
                                                                    1,088             1,717            2,961             4,247
                                                                 --------           -------         --------          --------
Interest Expense:

   Long-term debt                                                   3,460             3,631           10,590            11,000
   Other, including amortization of
        debt expense                                                   39                32              213                89
                                                                 --------           -------         --------          --------
                                                                    3,499             3,663           10,803            11,089
                                                                 --------           -------         --------          --------
Earnings before income taxes                                       12,252            13,779           36,444            36,727

Provision for Income taxes                                          4,461             5,020           13,190            13,263
                                                                 --------           -------         --------          --------
Net Earnings                                                       $7,791           $ 8,759         $ 23,254           $23,464
                                                                 ========           =======         ========           =======
</TABLE>





                     The accompanying notes are an integral
                      part of these financial statements.
<PAGE>   4
Midland Enterprises Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                (000 Omitted)
                                                 ------------------------------------------------
                                                 September 30,     December 31,     September 30,
                                                     1996             1995              1995
                                                 -------------     ------------     -------------
<S>                                                <C>              <C>               <C>
Assets

Current Assets:
     Cash and cash equivalents                     $ 20,845         $ 25,728          $ 16,250
     Receivables  -
          Trade, net                                 21,672           25,030            26,892
          Parent                                     51,344           60,358            66,974
          Other                                       1,703            5,044             5,222
     Materials, supplies & fuel                       8,098            7,977             7,597
     Prepaid expenses                                 2,923            1,637             2,923
                                                   --------         --------          --------
     Total current assets                           106,585          125,774           125,858
                                                   --------         --------          --------

Property and Equipment, at cost                     621,785          588,857           579,727
     Less-Accumulated depreciation                  317,796          306,415           302,253
                                                   --------         --------          --------
     Net property and equipment                     303,989          282,442           277,474
                                                   --------         --------          --------
Other Assets:
     Deferred pension charges                        12,801           12,794            12,054
     Other                                            4,261            5,002             4,973
                                                   --------         --------          --------
     Total other assets                              17,062           17,796            17,027
                                                   --------         --------          --------
     Total assets                                  $427,636         $426,012          $420,359
                                                   ========         ========          ========
</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.
<PAGE>   5
Midland Enterprises Inc. and Subsidiaries

Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                              (000 Omitted)
                                                            ----------------------------------------------------
                                                            September 30,       December 31,       September 30,
                                                                1996                1995                1995
                                                            -------------       ------------       -------------
<S>                                                           <C>                 <C>                 <C>
Liabilities and Stockholder's Equity

Current Liabilities:
     Current portion of  long - term debt                     $  3,886            $  3,684            $  3,594
     Accounts payable trade                                     15,837              17,516               9,715
     Reserve for insurance claims                               13,429              13,037              12,132
     Income taxes payable                                        1,094               1,451               1,028
     Accrued expenses                                           17,042              13,983              15,709
     Other current liabilities                                  10,841              10,983               8,010
                                                              --------            --------            --------
     Total current liabilities                                  62,129              60,654              50,188
                                                              --------            --------            --------
Long-Term Debt                                                 138,257             144,903             145,995
                                                              --------            --------            --------
Other Liabilities:
     Deferred income taxes                                      55,261              54,268              55,514
     Unamortized investment
           tax credits                                           3,125               3,524               3,667
     Post-retirement health care                                 8,787               8,726               8,662
     Coal miners retiree health care                             3,600               3,700                   0
     Other reserves                                              1,758               1,331               1,561
                                                              --------            --------            --------
     Total other liabilities                                    72,531              71,549              69,404
                                                              --------            --------            --------
Stockholder's Equity:
     Common stock, $100 par value -
         Authorized - 1,000 shares
         Shares issued & outstanding -
         15 1/2 shares                                               1                   1                   1
     Capital in excess of par value                             52,519              52,519              52,519
     Retained earnings                                         102,199              96,386             102,252
                                                              --------            --------            --------
     Total stockholder's equity                                154,719             148,906             154,772
                                                              --------            --------            --------
     Total liabilities and
     stockholder's equity                                     $427,636            $426,012            $420,359
                                                              ========            ========            ========
</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.
<PAGE>   6
Midland Enterprises Inc. and Subsidiaries ("Midland")

Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                 (000 Omitted)
                                                                         -------------------------------
                                                                           For the Nine Months Ended
                                                                         -------------------------------
                                                                         September 30,     September 30,
                                                                              1996              1995
                                                                         -------------     -------------
<S>                                                                        <C>               <C>
Cash Flows from Operating Activities:
   Net earnings                                                            $ 23,254          $ 23,464
   Adjustments to reconcile net earnings to
      net cash provided by operating activities:
      Depreciation and amortization                                          16,387            17,012
      Deferred and current income taxes                                         636               980
      Net (gain) loss on sale of assets                                           4              (492)
      Other changes in assets and liabilities:
         Trade and other receivables                                          3,358            (2,251)
         Materials, supplies & fuel                                            (121)              702
         Accounts payable                                                    (1,679)           (1,990)
         Accrued expenses and other current liabilities                       3,309            10,717
         Other                                                                3,081            (4,141)
                                                                           --------          --------
            Net Cash Provided by
               Operating Activities                                          48,229            44,001
                                                                           --------          --------
Cash Flows from Investing Activities:
   Capital expenditures                                                     (39,542)           (9,576)
   Decrease (Increase) in Parent receivable                                   9,014            (5,108)
   Proceeds from asset dispositions                                           1,503             3,256
                                                                           --------          --------
            Net Cash Used by
                Investing Activities                                        (29,025)          (11,428)
                                                                           --------          --------
Cash Flows from Financing Activities:
   Repayment of long-term debt                                               (6,646)           (2,813)
   Cash dividends paid to Parent                                            (17,441)          (17,598)
                                                                           --------          --------
            Net Cash Used in
                  Financing Activities                                      (24,087)          (20,411)
                                                                           --------          --------
Net Increase (Decrease) in Cash and Cash Equivalents                         (4,883)           12,162

Cash and Cash Equivalents at Beginning of Period                             25,728             4,088
                                                                           --------          --------
Cash and Cash Equivalents at End of Period                                 $ 20,845          $ 16,250
                                                                           ========          ========
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
   Interest, net of amounts capitalized                                      $7,899            $8,124
   Income taxes                                                             $12,545           $12,313
</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.
<PAGE>   7




ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS:

Revenues for the third quarter of 1996 were 3% below 1995 reflecting an 8%
decline in ton miles, while nine month revenues, a new record, increased 4%
over last year on 1% fewer ton miles. Weak foreign demand for coal and the lack
of stored grain coupled with a late harvest, lowered demand for the
transportation of export coal and grain in the third quarter.  The improved
market rate structure in 1996, particularly on non-coal commodities, partially
offset the negative impact on revenue from the lower volume.

Lower export coal shipments resulted in coal ton miles declining 2% in the
third quarter, although tonnage for the period increased 7%, as long haul
export movements were replaced with shorter haul spot shipments.  Nine month
coal ton miles and tonnage were 4% and 2% higher, respectively, than 1995
reflecting slightly longer average hauls while setting a new Midland record for
tons of coal transported.   Non-coal tonnage declined 9% and 5%, respectively,
in the third quarter and first nine months compared to 1995, mainly as a result
of the reduced export activity on the Lower Mississippi River coupled with
Midland's reduction in towing services for others.  Reductions in grain and
aggregate tonnage were largely offset by increased shipments of coke, scrap and
steel products.

Operating earnings for the quarter, despite being Midland's second highest
third quarter, declined 7% from the comparable record period in 1995.
Contributing factors were the aforementioned lower ton miles, higher operating
costs from traffic pattern inefficiencies created from the reduced export
tonnage and rising diesel fuel prices.  Diesel prices have averaged 16% above
last year's levels during much of 1996, including the third quarter.  Midland's
long-term contracts contain fuel adjustment clauses to compensate for the
higher cost.  For the first nine months, operating earnings increased by 2%
over 1995, setting a new earnings record. Strong second quarter coal demand
contributed to the improved year to date results.

Other income declined in the third quarter and first nine months of 1996 due to
lower earnings on advances with parent as a result of the impact on cash
balances from the increased level of capital spending and expenses incurred
related to  the early retirement of long-term debt.  Also, 1995 third quarter
results included net pre-tax gains of $.5 million on the sale and disposal of
assets.

As a result of the pre-tax items and operating results discussed above, net
earnings for the third quarter and first nine months of 1996 declined 11% and
1%, respectively, as compared to the prior year.
<PAGE>   8
LIQUIDITY AND CAPITAL RESOURCES

For the first nine months of 1996, capital expenditures, debt repayments and
dividends to Parent were funded from cash provided from operating activities,
the receivable with Parent, or cash and equivalents.  For 1996, planned capital
expenditures are estimated at $50 million, the majority of which pertains to
the purchase of new dry cargo barges.  It is anticipated that the total funding
of these purchases will continue to be from the above mentioned sources.

In June 1996, Midland retired $3 million of medium-term notes and incurred a
related premium charge of $420,000.

In September 1996, Midland's Parent received notices from the Social Security
Administration claiming that the Parent is responsible for health benefit
premiums for an additional group of retired coal miners and their beneficiaries
under the federal Coal Industry Retiree Health Benefit Act of 1992, assertedly
due to the Parent's relationship to a predecessor of Midland that is no longer
in business.  As described in Note 2 of Notes to Financial Statements, the
liability for these additional premiums could result in an addition to the
reseve and would be treated as an extraordinary item.  No additional provision
has been made at this time because the amount of the reserve, if any, cannot be
reasonably estimated.
<PAGE>   9

                          PART II.   OTHER INFORMATION




   ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

       (a)  Exhibit 27  -   Financial Data Schedule

       (b)  Reports on Form 8-K

            There were no reports on Form 8-K filed in the third quarter 
of 1996.

<PAGE>   10


                                   SIGNATURE


It is Midland's opinion that the financial information contained in this report
reflects all normal, recurring adjustments necessary for a fair statement of
results for the period reported, but such results are not necessarily indicative
of results to be expected for the year, due to the seasonal nature of Midland's
operations.  All accounting policies have been applied in a manner consistent
with prior periods.  Such financial information is subject to year end
adjustments and annual audit by independent public accountants.

Pursuant to the requirements of the Securities Exchange Act of 1934, Midland has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.



                                               MIDLAND ENTERPRISES INC.


                                               BY: ____________________________
                                                    R. L. DOETTLING
                                                    SENIOR VICE PRESIDENT
                                                    FINANCE AND ADMINISTRATION
                                                    PRINCIPAL FINANCIAL OFFICER
                                                    AND DULY AUTHORIZED OFFICER




DATE:  OCTOBER 28, 1996