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

   
                                    FORM 10-Q/A

                          AMENDMENT NO. 1 TO FORM 10-Q
    


[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the quarterly period ended June 30, 1998

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934
For the transition period from ________________ to ________________

Commission file number  0-7515


                          MICHIGAN FINANCIAL CORPORATION
--------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)

            Michigan                                       38-2011532
-------------------------------                       --------------------------
(State or other jurisdiction of                       (I. R. S. Employer
incorporation or organization)                        Identification Number)

101 West Washington Street, Marquette, Michigan                    49855
-----------------------------------------------              -------------------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code    (906) 228-6940

                                  Not applicable
--------------------------------------------------------------------------------
(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 Sections 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.


             CLASS                          Outstanding as of August 10, 1998
----------------------------------         ----------------------------------


Common Stock, no par value                               6,170,968
----------------------------------         ----------------------------------

<PAGE>

   
                         MICHIGAN FINANCIAL CORPORATION

                                     INDEX


PART I  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

         Consolidated Statements of Income

               Three and six months ended June 30, 1998 and 1997

         The number (10) appearing in three months ended June 30, 1997 column
should appear in the six months ended June 30, 1998 column for Net investment
securities gains (losses). It had inadvertently been included in the three
months ended June 30, 1997 column.

         Consolidated Statements of Cash Flows

               Six months ended June 30, 1998 and 1997

         The number (16,015) appearing in the six months ended 1998 column
should appear in the six months ended June 30, 1997 column for Decrease in
federal funds purchased. It had inadvertently been included in the six months
ended June 30, 1998 column.


         Signatures

         The signature page is attached.



    

<PAGE>

PART I. FINANCIAL INFORMATION

                 MICHIGAN FINANCIAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   June 30,          December 31,        June 30,
                                                                    1998                1997               1997
                                                                  ----------         -----------        ----------
                                                                             (dollars in thousands)
<S>                                                             <C>                    <C>                  <C>     
ASSETS

  Cash and due from banks                                         $   35,041         $   33,208         $   35,169

Short-term investments:
  Federal funds sold                                                  49,200             14,300              2,800
  Money market investments                                             2,474              1,791                356

  Investment securities:
    Available for sale                                                79,918             76,981             93,511
    Held to maturity                                                   6,672             10,952             13,530

  Loans                                                              615,022            635,492            622,655
  Allowance for loan losses                                           (9,502)            (9,533)            (8,698)
                                                                  ----------         ----------         ----------
                                                 NET LOANS           605,520            625,959            613,957

  Premises and equipment                                              25,812             25,397             25,540
  Accrued interest receivable                                          5,047              5,326              5,527
  Other assets                                                        12,541             10,482              9,678
                                                                  ----------         ----------         ----------

                                                                  $  822,225         $  804,396         $  800,068
                                                                  ==========         ==========         ==========

LIABILITIES
  Noninterest bearing deposits                                    $   69,424         $   69,687         $   72,807
  Interest bearing deposits                                          640,922            625,116            623,764
                                                                  ----------         ----------         ----------
                                            TOTAL DEPOSITS           710,346            694,803            696,571

  Federal Home Loan Bank advances                                      3,000              5,000              2,000
  Accrued interest payable                                             3,222              3,309              3,018
  Other liabilities                                                   10,156              8,593              9,057
                                                                  ----------         ----------         ----------
                                         TOTAL LIABILITIES           726,724            711,705            710,646

STOCKHOLDERS' EQUITY
  Common stock, no par value:
  Authorized shares - 10,000,000
  Shares issued and outstanding - 6,170,968 in 1998
    and 5,877,601 in 1997                                             35,684             25,050             25,050
  Retained earnings                                                   59,803             67,693             64,554
  Accumulated other comprehensive income                                  14                (52)              (182)
                                                                  ----------         ----------         ----------
                                TOTAL STOCKHOLDERS' EQUITY            95,501             92,691             89,422
                                                                  ----------         ----------         ----------

                                                                  $  822,225         $  804,396         $  800,068
                                                                  ==========         ==========         ==========
</TABLE>

See notes to consolidated financial statements.


                                       2




<PAGE>


                 MICHIGAN FINANCIAL CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                   Three months ended             Six months ended
                                                                        June 30                       June 30
                                                                  1998           1997            1998           1997
                                                               ----------     ----------      ----------     ----------
                                                                      (in thousands, except per share data)
<S>                                                            <C>            <C>             <C>            <C>       
Interest income:
  Loans, including fees                                        $   14,874     $   14,833      $   29,812     $   29,042
  Investment securities:
    Taxable                                                         1,192          1,433           2,337          2,895
    Tax-exempt                                                         95            168             222            370
  Short-term investments                                              764            121           1,332            187
                                                               ----------     ----------      ----------     ----------
                                     TOTAL INTEREST INCOME         16,925         16,555          33,703         32,494
Interest expense:
  Deposits                                                          6,862          6,458          13,604         12,568
  Borrowings                                                           48             28             119            119
                                                               ----------     ----------      ----------     ----------
                                    TOTAL INTEREST EXPENSE          6,910          6,486          13,723         12,687
                                                               ----------     ----------      ----------     ----------
                                       NET INTEREST INCOME         10,015         10,069          19,980         19,807

Provision for loan losses                                             218            454             600            658
                                                               ----------     ----------      ----------     ----------
                                 NET INTEREST INCOME AFTER
                                 PROVISION FOR LOAN LOSSES          9,797          9,615          19,380         19,149

   
Noninterest income:
  Trust department income                                           1,198          1,092           2,384          2,177
  Fees for other customer services                                    998            941           1,928          1,771
  Net gains on sale of loans                                          671            183           1,117            330
  Net investment securities gains (losses)                             30                            (10)
  Other                                                               609            455           1,340            872
                                                               ----------     ----------      ----------     ----------
                                                                    3,506          2,671           6,759          5,150
                                                               ----------     ----------      ----------     ----------
                                                                   13,303         12,286          26,139         24,299
    

Noninterest expenses:
  Salaries and employee benefits                                    4,966          4,645           9,871          9,339
  Net occupancy                                                       677            643           1,362          1,357
  Furniture and equipment                                             521            488           1,031            970
  Data processing                                                     469            441             861            858
  Advertising                                                         328            345             662            637
  Other                                                             2,108          2,033           4,318          3,973
                                                               ----------     ----------      ----------     ----------
                                                                    9,069          8,595          18,105         17,134
                                                               ----------     ----------      ----------     ----------

Income before income tax expense                                    4,234          3,691           8,034          7,165
Income tax expense                                                  1,376          1,155           2,568          2,206
                                                               ----------     ----------      ----------     ----------
                                                NET INCOME     $    2,858     $    2,536      $    5,466     $    4,959
                                                               ==========     ==========      ==========     ==========

Per share data:  
  Basic earnings                                               $      .46     $      .41      $      .89     $      .80
  Diluted earnings                                                    .46            .41             .88            .80
  Dividends paid                                                      .22            .18             .44            .36

</TABLE>

See notes to consolidated financial statements.


                                       3

<PAGE>


                 MICHIGAN FINANCIAL CORPORATION AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                    Three months ended       Six months ended
                                                         June 30                  June 30
                                                    1998         1997        1998        1997
                                                  ---------    ---------   ---------   ---------
                                                                   (in thousands)
<S>                                               <C>          <C>         <C>         <C>      
Net income                                        $   2,858    $   2,536   $   5,466   $   4,959
Other comprehensive income (expense):
  Unrealized gains (losses) on securities -
    Unrealized holding gains (losses) arising
      during period                                     (14)         867          92         158
    Reclassification adjustment for (gains)
      losses included in net income                     (30)                      10
                                                  ---------    ---------   ---------   ---------

Other comprehensive income (expense)
  before income tax                                     (44)         867         102         158
Income tax expense (credit) related to items
  of other comprehensive income                         (15)         303          36          55

                                                  ---------    ---------   ---------   ---------
                      COMPREHENSIVE INCOME        $   2,829    $   3,100   $   5,532   $   5,062
                                                  =========    =========   =========   =========
</TABLE>


                                       4






<PAGE>

                 MICHIGAN FINANCIAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                               Six months ended
                                                                                    June 30
                                                                             1998            1997
                                                                          ----------      ----------
<S>                                                                       <C>             <C>       
OPERATING ACTIVITIES                                                            (in thousands)

  Net income                                                              $    5,466      $    4,959
  Adjustments to reconcile net income to net
    cash provided by operating activities:
      Origination of mortgage loans held for sale                            (50,668)        (10,800)
      Proceeds from sale of mortgage loans held for sale                      47,922          12,134
      Realized gain on sale of loans                                          (1,117)           (330)
      Depreciation and amortization                                            1,108           1,027
      Provision for loan losses                                                  600             658
      Other                                                                     (595)          1,092
      (Increase) decrease in interest receivable                                 279            (319)
      Increase (decrease) in interest payable                                    (87)            248
      Net (accretion) amortization of investment securities                      (20)             41
      Realized investment securities losses                                       10
                                                                          ----------      ----------

                          NET CASH PROVIDED BY OPERATING ACTIVITIES            2,898           8,710


INVESTING ACTIVITIES

  Net increase in short-term investments                                     (35,583)         (2,871)
  Purchases of available for sale securities                                 (30,987)         (3,988)
  Proceeds from calls and maturities of available for sale securities         27,342          12,553
  Net (increase) decrease in loans                                            23,702         (25,384)
  Proceeds from calls and maturities of held to maturity securities            4,269           5,132
  Purchases of premises and equipment                                         (1,472)         (1,851)
  Proceeds from sale of available for sale securities                            831
  Proceeds from sale of premises and equipment                                    12              11
                                                                          ----------      ----------

                              NET CASH USED BY INVESTING ACTIVITIES          (11,886)        (16,398)


FINANCING ACTIVITIES

   
  Net increase in deposits                                                    15,543          20,463
  Cash dividends                                                              (2,722)         (2,253)
  Federal Home Loan Bank advances                                             (2,000)          2,000
  Decrease in federal funds purchased                                                        (16,015)
                                                                          ----------      ----------
    

                          NET CASH PROVIDED BY FINANCING ACTIVITIES           10,821           4,195


                     INCREASE (DECREASE) IN CASH AND DUE FROM BANKS            1,833          (3,493)
                                                                          ----------      ----------

Cash and due from banks at beginning of year                                  33,208          38,662
                                                                          ----------      ----------

                           CASH AND DUE FROM BANKS AT END OF PERIOD       $   35,041      $   35,169
                                                                          ==========      ==========
</TABLE>

See notes to consolidated financial statements.



                                       5






<PAGE>


                 MICHIGAN FINANCIAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with the instructions to Form 10-Q, and therefore do not include
all of the information and footnotes required by generally accepted accounting
principles for complete financial statements. In the opinion of management, all
adjustments (consisting only of normal recurring accruals) considered necessary
for a fair presentation have been reflected in the financial statements.
However, the results of operations for the three and six month periods ended
June 30, 1998 and 1997 are not necessarily indicative of the results to be
expected for the full year.

For further information, refer to the consolidated financial statements and
foot-notes included in the Company's annual report on Form 10-K for the year
ended December 31, 1997.


NOTE B - INVESTMENT SECURITIES

A comparison of the carrying amount and approximate market value follows:


                                  June 30, 1998            December 31, 1997
                             -----------------------    -----------------------
                             Amortized   Approximate    Amortized   Approximate
                               Cost     Market Value      Cost     Market Value
                             ---------  ------------    ---------  ------------
                                               (in thousands)
Available for Sale

U.S. Treasury and
  government agencies         $65,905      $65,885       $58,922      $58,883
Mortgage-backed securities     10,031       10,059        14,293       14,246
Other securities                3,961        3,974         3,847        3,852
                              -------      -------       -------      -------

                      TOTAL   $79,897      $79,918       $77,062      $76,981
                              =======      =======       =======      =======

Held to Maturity

State and political
  subdivisions                $ 6,672      $ 6,745       $10,952      $11,054
                              =======      =======       =======      =======


                                       6

<PAGE>


NOTE C - EARNINGS PER SHARE

A reconciliation of the numerators and denominators of the earnings per share
computations is presented below. Weighted-average share amounts are presented in
thousands.
 
                                        Three months ended      Six months ended
                                             June 30                June 30
                                         1998       1997         1998      1997
                                         ----       ----         ----      ----
Basic Earnings Per Share
   Net income                           $2,858     $2,536       $5,466    $4,959
                                        ======     ======       ======    ======

   Weighted-average common shares
    outstanding                          6,171      6,171        6,171     6,171
                                         =====      =====        =====     =====

       Basic Earnings Per Share           $.46       $.41         $.89      $.80
                                          ====       ====         ====      ====

Diluted Earnings Per Share
   Net income                           $2,858     $2,536       $5,466    $4,959
                                        ======     ======       ======    ======

   Weighted-average common shares
    outstanding                          6,171      6,171        6,171     6,171
   Add dilutive effects of assumed
    exercises under stock options           55          8           40         9
                                         -----      -----       ------    ------

   Weighted-average common and dilutive
    potential common shares outstanding  6,226      6,179        6,211     6,180
                                         =====      =====        =====     =====

       Diluted Earnings Per Share         $.46       $.41         $.88      $.80
                                          ====       ====         ====      ====


NOTE D - COMPREHENSIVE INCOME

Under a new accounting standard, comprehensive income is now reported for all
periods. Comprehensive income includes both net income and other comprehensive
income. Other comprehensive income consists of the change in unrealized gains
and losses on investment securities available for sale.


NOTE E - STOCK DIVIDEND

On June 20, 1998, the Company issued 293,367 shares of common stock as a 5%
stock dividend. These shares had a value of $10,634,000 at the date of issuance.
References to the number of shares of common stock in the financial statements
and all per share data have been adjusted for the stock dividend.


                                       7

<PAGE>


NOTE F - RECLASSIFICATIONS

Certain amounts in 1997 have been reclassified to conform with the
classifications in 1998.


                                       8

<PAGE>

PART II. OTHER INFORMATION



Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits
    Exhibit (27) Financial Data Schedule - The required financial data schedule
    is filed as Exhibit 27 at page 16 of this report.

(b) Reports on Form 8-K - There were no reports on Form 8-K filed for the three
    months ended June 30, 1998




                                    SIGNATURES

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




                                         Michigan Financial Corporation
                                         ---------------------------------------
                                                   (Registrant)



   
Dated:  August 24, 1998                   /s/ HOWARD L. COHODAS
       ---------------------             ---------------------------------------
                                         Howard L. Cohodas, Chairman
                                           & President
                                           (Chief Executive Officer)



Dated:  August 24, 1998                   /s/ KENNETH F. BECK
       ---------------------             ---------------------------------------
                                         Kenneth F. Beck, Senior Vice President,
                                           Treasurer & Secretary
                                           (Chief Financial Officer and
                                              Chief Accounting Officer)


                                       15