<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  June 30, 2001
                   -------------
                 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.
     ----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


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

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

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


_______________________________________________________________________________
              (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
                                         ------       --------


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
                                                                              1



                    MIDLAND ENTERPRISES INC. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS

<TABLE>
<CAPTION>
                                                                       (000 OMITTED)
                                                -----------------------------------------------------------
                                                For the Three Months Ended        For the Six Months Ended
                                                --------------------------        ------------------------
                                                 June 30,        June 30,         June 30,         June 30,
                                                  2001             2000             2001             2000
                                                --------         --------        ---------         --------
                                                              (Predecessor)                     (Predecessor)

<S>                                             <C>           <C>                <C>            <C>
Revenues                                        $ 67,778         $ 70,406        $ 135,364         $141,676
                                                --------         --------        ---------         --------

OPERATING COSTS AND EXPENSES:
       Operating expenses                       $ 46,645         $ 52,261        $  97,824         $106,181
       Depreciation and amortization               5,700            6,081           11,528           12,213
       Goodwill amortization                         516               --            1,041               --
       Selling, general & administrative           3,020            3,341            6,274            6,665
       Overhead allocation from Parent               796              700            1,591            1,400
       Taxes, other than income                    3,782            3,833            7,584            7,952
                                                --------         --------        ---------         --------
                                                $ 60,459         $ 66,216        $ 125,842         $134,411
                                                --------         --------        ---------         --------

OPERATING EARNINGS                              $  7,319         $  4,190        $   9,522         $  7,265
                                                --------         --------        ---------         --------

OTHER INCOME (EXPENSE):
       Interest income from Parent              $  1,065         $  1,102        $   2,267         $  2,027
       Interest income other                         231               10              443               19
       Gain on sale of assets
           and other, net                            (27)           2,020             (115)           1,968
                                                --------         --------        ---------         --------
                                                $  1,269         $  3,132        $   2,595         $  4,014
                                                --------         --------        ---------         --------
INTEREST EXPENSE:
       Long-term debt                           $  2,982         $  3,103        $   5,972         $  6,213
       Other, including amortization
            of debt expense                           73               68              148              133
                                                --------         --------        ---------         --------
                                                $  3,055         $  3,171        $   6,120         $  6,346
                                                --------         --------        ---------         --------

EARNINGS BEFORE INCOME TAXES                    $  5,533         $  4,151        $   5,997         $  4,933

PROVISION FOR INCOME TAXES                         2,141            1,585            2,557            1,977
                                                --------         --------        ---------         --------

NET EARNINGS                                    $  3,392         $  2,566        $   3,440         $  2,956
                                                ========         ========        =========         ========
</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.


<PAGE>   3
                                                                              2


                    MIDLAND ENTERPRISES INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                               (000 OMITTED)
                                                -----------------------------------------------
                                                June 30,          Dec. 31,           June 30,
                                                  2001              2000              2000
                                                --------          --------          ---------
                                                                                  (Predecessor)
<S>                                             <C>               <C>             <C>
ASSETS

CURRENT ASSETS:
         Cash and cash equivalents              $ 20,841          $ 11,178          $     86
         Receivables
                 Trade, net                       15,093            13,445            18,033
                 Parent                           75,407            73,016            72,340
                 Other                               227             1,446             1,565
         Materials, supplies & fuel                8,364             8,945             8,885
         Prepaid expenses                          3,491             1,824             3,683
                                                --------          --------          --------

TOTAL CURRENT ASSETS                            $123,423          $109,854          $104,592
                                                --------          --------          --------


PROPERTY AND EQUIPMENT, AT COST                 $339,639          $332,202          $672,891
         Less-accumulated depreciation            15,457             3,880           359,747
                                                --------          --------          --------

NET PROPERTY AND EQUIPMENT                      $324,182          $328,322          $313,144
                                                --------          --------          --------


OTHER ASSETS:
         Deferred pension charges               $ 13,871          $ 13,871          $ 16,699
         Goodwill, net (note 2)                   60,441            59,651                --
         Other                                     1,454             8,337             5,121
                                                --------          --------          --------

TOTAL OTHER ASSETS                              $ 75,766          $ 81,859          $ 21,820
                                                --------          --------          --------


TOTAL ASSETS                                    $523,371          $520,035          $439,556
                                                ========          ========          ========
</TABLE>



                     The accompanying notes are an integral
                      part of these financial statements.


<PAGE>   4
                                                                              3




                    MIDLAND ENTERPRISES INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              (000 OMITTED)
                                                              ----------------------------------------------
                                                               June 30,          Dec. 31,           June 30,
                                                                2001              2000                2000
                                                              --------          ---------           --------
                                                                                                  (Predecessor)
<S>                                                           <C>               <C>               <C>
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES:
            Current portion of long - term debt               $  5,359          $   3,980           $  5,101
            Accounts payable trade                              10,521             11,161              9,893
            Reserve for insurance claims                         9,406              9,367              9,340
            Interest payable                                     2,907              2,974              3,046
            Taxes payable                                        5,056              4,038              3,767
            Accrued expenses                                     7,333              4,280              3,827
            Reserve for separation payments (note 3)               228              3,654                 --
            Other current liabilities                           16,218             14,624              8,074
                                                              --------          ---------           --------

TOTAL CURRENT LIABILITIES                                     $ 57,028          $  54,078           $ 43,048
                                                              --------          ---------           --------

LONG-TERM DEBT                                                $135,271          $ 138,819           $140,195
                                                              --------          ---------           --------

RESERVES AND DEFERRED CREDITS:
            Deferred income taxes                             $ 77,343          $  77,141           $ 72,911
            Unamortized investment tax credits                   1,400              1,486              1,615
            Post-retirement health care                         19,305             19,092              9,818
            Other reserves                                       5,543              5,378              3,172
                                                              --------          ---------           --------

TOTAL RESERVES AND DEFERRED CREDITS                           $103,591          $ 103,097           $ 87,516
                                                              --------          ---------           --------

STOCKHOLDER'S EQUITY:
            Common stock, $100 par value -
               Authorized shares - 1,000
               Issued shares  - 15 1/2                        $      1          $       1           $      1
            Capital in excess of par value                     225,984            225,984             52,519
            Retained earnings                                    1,496             (1,944)           116,277
                                                              --------          ---------           --------

TOTAL STOCKHOLDER'S EQUITY                                    $227,481          $ 224,041           $168,797
                                                              --------          ---------           --------


TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                    $523,371          $ 520,035           $439,556
                                                              ========          =========           ========
</TABLE>


                     The accompanying notes are an integral
                      part of these financial statements.



<PAGE>   5
                                                                              4



                    MIDLAND ENTERPRISES INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                (000 OMITTED)
                                                                         ---------------------------
                                                                          FOR THE SIX MONTHS ENDED
                                                                          JUNE 30,          JUNE 30,
                                                                           2001               2000
                                                                         ---------------------------
                                                                                         (Predecessor)
<S>                                                                      <C>             <C>
Cash flows from operating activities:
       Net earnings                                                      $  3,440           $  2,956
       Adjustments to reconcile net earnings to
            net cash provided by operating activities:
            Amortization of goodwill                                        1,041                 --
            Depreciation and amortization                                  11,528             12,213
            Deferred and current income taxes                                  41              1,671
            Net gain on sale of assets                                        (51)            (1,829)
            Other changes in assets and liabilities:
                 Trade receivables                                         (1,941)               498
                 Materials, supplies & fuel                                   581              1,040
                 Accounts payable                                            (640)            (4,702)
                 Accrued expenses and other current liabilities             2,344               (419)
                 Other                                                       (884)              (580)
                                                                         --------           --------

NET CASH PROVIDED BY OPERATING ACTIVITIES                                $ 15,459           $ 10,848
                                                                         --------           --------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Capital expenditures                                              $ (2,073)          $ (1,820)
       Increase in Parent receivable                                       (2,391)            (6,182)
       Proceeds from asset dispositions                                       837              1,742
                                                                         --------           --------

NET CASH USED BY INVESTING ACTIVITIES                                    $ (3,627)          $ (6,260)
                                                                         --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Repayment of long-term debt                                       $ (2,169)          $ (2,371)
       Cash dividends paid to Parent                                           --             (2,217)
                                                                         --------           --------

NET CASH USED BY FINANCING ACTIVITIES                                    $ (2,169)          $ (4,588)
                                                                         --------           --------

Net increase in cash and cash equivalents                                $  9,663           $     --

Cash and cash equivalents at beginning of period                           11,178                 86
                                                                         --------           --------

Cash and cash equivalents at end of period                               $ 20,841           $     86
                                                                         ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
       Interest, net of amounts capitalized                              $  5,770           $  6,034
       Income taxes                                                      $  2,526           $    295

</TABLE>


                     The accompanying notes are an integral
                      part of these financial statements.




<PAGE>   6
                                                                              5


                    MIDLAND ENTERPRISES INC. AND SUBSIDIARIES
                          NOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2001


(1) ACCOUNTING POLICIES

It is Midland Enterprises Inc.'s (the Registrant'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 the Registrant's operations. All such
adjustments are of a normal, recurring nature.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

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 2000 filed on Form 10-K are adequate
to make the information presented not misleading.


(2) RECENT ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other
Intangible Assets". The key concepts from the two interrelated Statements
include mandatory use of the purchase method in accounting for business
combinations, discontinuance of goodwill amortization, a revised framework for
testing goodwill impairment at a "reporting unit" level, and new criteria for
the identification and potential amortization of other intangible assets. Other
changes to existing accounting standards involve the amount of goodwill to be
used in determining the gain or loss on the disposal of assets, and a
requirement to test goodwill for impairment at least annually under the revised
framework.

The Business Combination Statement is generally effective for combinations that
are initiated after June 30, 2001. The Statement on Goodwill and Other
Intangible Assets is effective for fiscal years beginning after December 15,
2001, however, for business combinations consummated after June 30, 2001, the
requirements to discontinue goodwill amortization are effective upon issuance of
the Statements. The first part of the annual impairment test is to be performed
within six months of adopting the Statement on Goodwill and Other Intangible
Assets.

We are evaluating the impact that these Statements will have on our operations.
Further, we are currently amortizing approximately $2.1 million of goodwill on
an annual basis. As noted, effective January 1, 2002, goodwill will no longer be
subject to amortization, but instead will be tested for impairment.



<PAGE>   7
                                                                               6


In July of 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations." The Standard requires entities to record the fair value of a
liability for an asset retirement obligation in the period in which it is
incurred. When the liability is initially recorded, the entity capitalizes a
cost by increasing the carrying amount of the related long-lived asset. Over
time, the liability is accreted to its present value, and the capitalized cost
is depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. The Standard is effective for fiscal
years beginning after June 15, 2001, with earlier application encouraged. We are
currently evaluating the impact, if any, that the Statement may have on our
results of operations and financial condition.


(3) RESERVE FOR SEPARATION PAYMENTS

The Registrant recorded a $4.7 million liability for separation payments in the
fourth quarter of 2000 in conjunction with the acquisition by KeySpan. During
the first six months of 2001, payments were made in the amount of $3.4 million.
Including payments made in the fourth quarter of 2000, the remaining liability
at June 30, 2001 is $.2 million.







<PAGE>   8
                                                                               7



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


RESULTS OF OPERATIONS:

Revenues for the second quarter and year to date periods as compared to 2000
declined 4% and 5%, respectively, primarily as a result of the absence of the
Registrant's Red Circle operations. Segments of the operation were sold in the
second and fourth quarters of last year. Tonnage transported during both periods
also declined due to the sale of Red Circle operations, in addition to a
continued decline in shipments for the steel sector. Barge transportation rates
were generally higher compared to last year due to fuel adjustment mechanisms
contained in multi-year and annual contracts, as fuel prices rose 6% for the
second quarter, and 11% year to date as compared to 2000.

Tonnage transported declined 3% for the second quarter, and 5% for the year to
date period, as compared to 2000. Related ton miles declined 8% and 12% from the
same periods in 2000, reflecting a shorter average length of haul combined with
the lower volume. Coal tonnage decreased 2% for the second quarter, offsetting
the increase experienced in the first quarter as utility customers were again
faced with shortages of coal due to a variety of problems experienced with coal
suppliers. Demand for metallurgical coal by steel producers was flat with the
second quarter of 2000, but declined 2% year to date reflecting weak markets for
steel products experienced during the first quarter when production was scaled
back. Coal ton miles declined 11% for the second quarter and 8% for the year to
date period, reflecting a shorter average length of haul as coal buyers sought
to purchase supply from alternative sources that resulted in a change in
shipment patterns. Non-coal tonnage decreased 7% and 14% as compared to the
second quarter and first six months in 2000, respectively, due in large part to
the absence of movements of phosphate rock by Red Circle, as well as a continued
decline in demand for steel-related raw materials.

Vessel productivity and operating costs in the first quarter were negatively
impacted by periods of icing and high water on northern rivers that reduced
vessel drafts and tow sizes. During the second quarter, the Registrant's main
operating areas experienced generally good operating conditions, although the
Mississippi River north of Cairo, Illinois, was closed due to flooding for
nearly six weeks. Nevertheless, second quarter and year-to-date operating
expenses were 11% and 8% below previous year levels as a result of the improved
operating conditions, reduced activity levels, the absence of the Red Circle
operations and improved vessel productivity. Reductions in labor costs,
maintenance, port, cargo handling, and administrative expenses contributed to
the savings. The aforementioned higher fuel costs were partially offsetting. As
a result of these factors, and including the amortization of goodwill in 2001,
operating earnings for the second quarter were $3.1 million above the same
period in 2000 and $2.3 million above 2000 through the first six months.

Earnings before income taxes increased $1.4 million and $1.1 million for the
second quarter and year to date, respectively as compared to last year. During
the second quarter of 2000, the Registrant recorded a $1.8 million gain on the
sale of an ocean barge associated with the Red Circle operations. Net earnings
improved $.8 million for the second quarter, and $.5 million year to date as
compared to the prior year.

<PAGE>   9
                                                                               8



OTHER

KeySpan Corporation (KeySpan) acquired the Registrant's Parent, Eastern
Enterprises (Eastern), on November 8, 2000. Pursuant to an order of the SEC
issued under PUHCA by which the SEC approved the acquisition of Eastern, KeySpan
is required to divest its interest in the Registrant by November 8, 2003,
because Registrant's operations have been deemed not functionally related to
KeySpan's core utility operations.


LIQUIDITY AND CAPITAL RESOURCES

For the first six months, capital expenditures of $2.1 million and debt payments
of $2.2 million were funded from cash provided by operating activities. Capital
expenditures for 2001 are estimated at $9 million, the majority of which
includes major improvements to towboats and shore side facilities as well as the
purchase of new equipment. These purchases will be funded with cash provided
from operating activities. The Registrant received 27 barges in the first
quarter from the like-kind exchange agreement on the Red Circle ocean units that
were sold in October 2000. In addition, the Registrant has contracted for
delivery of 50 new hopper barges in the third and fourth quarters of 2001. These
barges will be operated under long-term operating leases.

FORWARD-LOOKING INFORMATION

This report and other Registrant reports and statements issued or made from time
to time contain certain "forward-looking statements" concerning projected future
financial performance or concerning expected plans or future operations. The
Registrant cautions that actual results and developments may differ materially
from such projections or expectations.

Investors should be aware of important factors that could cause actual results
to differ materially from the forward-looking projections or expectations. These
factors include, but are not limited to: the effects of strategic initiatives on
earnings and cash flow, changes in market conditions for barge transportation,
adverse weather and operating conditions on the inland waterways, changes in
economic conditions including interest rates and the value of the dollar versus
other currencies, changes in fuel prices, and regulatory and court decisions.
All of these factors are difficult to predict and are generally beyond the
control of the Registrant.






<PAGE>   10
                                                                               9



                           PART II. OTHER INFORMATION


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

     (a) Reports on Form 8-K

         There were no reports on Form 8-K filed in the second quarter of 2001.







<PAGE>   11
                                                                              10



                                    SIGNATURE

It is Midland's opinion that the financial information contained in this report
reflects all normal, recurring adjustments necessary to present a fair statement
of results for the periods 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: /s/ C. LUDWIG
                                                 ----------------------------
                                                 C. LUDWIG
                                                 CONTROLLER
                                                 PRINCIPAL ACCOUNTING OFFICER





DATE: AUGUST 13, 2001