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

                            FORM 10-Q

      (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

                  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
I.D. No.)
       incorporation or organization)

        500 West Broadway, Louisville, Kentucky     40202
     (Address of principal executive offices)     (Zip Code)

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

                               NONE
       (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 a 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      

  APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS               
  DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or
15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  
Yes     No    
              APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.  
October 31, 1996: 9,140,032 shares of common stock, no par value

                       MID-AMERICA BANCORP

                 PART I.   FINANCIAL INFORMATION

     The consolidated financial statements of Mid-America Bancorp
and subsidiaries (Company) submitted herewith are unaudited. 
However, in the opinion of management,  all adjustments (consisting
only of adjustments of a normal recurring nature) necessary for a
fair presentation of the results for the interim periods have been
made.

ITEM 1. FINANCIAL STATEMENTS

     The following consolidated financial statements of the Company
are submitted herewith:

     Consolidated balance sheets - September 30, 1996 and December
31, 1995
     Consolidated statements of income - three and nine months
ended September 30, 1996 and 1995
     Consolidated statements of changes in shareholders' equity -
nine months ended September 30, 1996 and 1995
     Consolidated statements of cash flows - nine months ended
September 30, 1996 and 1995
     Notes to consolidated financial statements
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share data)  (Unaudited)
<TABLE>
<CAPTION>
                                                                             September 30    December 31
                                                                             -----------    -------------
                                                                                1996            1995
ASSETS                                                                       -----------    -------------
<S>                                                                          <C>            <C>
Cash and due from banks                                                         $36,003          $50,962
Federal funds sold                                                               34,400           38,200
Securities purchased under agreements to resell                                  70,000           75,000
Securities available for sale, amortized cost of $324,689 (1996)
  and $287,470 (1995) (Note 3)                                                  324,965          292,374
Securities held to maturity, market value of $16,810 (1996)
  and $69,766 (1995) (Note 3)                                                    16,622           69,326
Loans, net of unearned income                                                   783,126          748,565
Allowance for loan losses (Note 4)                                               (9,185)          (9,318)
                                                                             -----------    -------------
  Loans, net                                                                    773,941          739,247
Premises and equipment                                                           20,793           20,265
Other assets                                                                     40,952           28,613
                                                                             -----------    -------------
    TOTAL ASSETS                                                             $1,317,676       $1,313,987
                                                                             ===========    =============

LIABILITIES
Deposits:
  Non-interest bearing                                                         $109,821         $132,931
  Interest bearing                                                              685,585          652,026
                                                                             -----------    -------------
    Total deposits                                                              795,406          784,957

Securities sold under agreements to repurchase                                  237,799          227,166
Federal funds purchased                                                           4,000            3,050
Advances from the Federal Home Loan Bank                                         71,043           75,109
Money orders and similar payment instruments outstanding                         54,510           79,409
Accrued expenses and other liabilities                                           17,359           11,346
                                                                             -----------    -------------
    TOTAL LIABILITIES                                                         1,180,117        1,181,037

SHAREHOLDERS' EQUITY
Preferred stock, no par value;
  authorized - 750,000 shares; none issued                                         --               --  
Common stock, no par value, stated value $2.77 per
  share; authorized - 12,000,000 shares; issued and outstanding -
  9,134,181 shares (1996) and 9,091,642 shares (1995)                            25,336           25,218
Additional paid-in capital                                                      100,457           99,991
Retained earnings                                                                11,586            4,554
Net unrealized securities gains (losses) (Note 3)                                   180            3,187
                                                                             -----------    -------------
    TOTAL SHAREHOLDERS' EQUITY                                                  137,559          132,950
                                                                             -----------    -------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $1,317,676       $1,313,987
                                                                             ===========    =============
See notes to consolidated financial statements.
/TABLE
<PAGE>

MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands except per share data)  (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three months ended             Nine months ended
                                                                     September 30                  September 30
                                                        --------------------------    --------------------------
                                                                1996           1995           1996           1995
INTEREST INCOME:                                         -----------    -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>            <C>
Interest and fees on loans                                      $18,438        $16,966        $54,472        $51,444
Interest on securities:
  U.S.Treasury and agencies                                       2,928          3,580          9,287         10,255
  States and political subdivisions                                 356            176            823            479
  Corporate and other                                             1,816            795          4,279          2,233
Interest on federal funds sold                                      484            560          1,415          1,953
Interest on securities purchased under agreements to resell       1,285             26          4,613            630
                                                             -----------    -----------    -----------    -----------
    Total interest income                                        25,307         22,103         74,889         66,994
                                                             -----------    -----------    -----------    -----------

INTEREST EXPENSE:
Interest on deposits                                              7,766          7,433         22,702         21,715
Interest on federal funds purchased and
  securities sold under agreements to repurchase                  3,045          1,866          9,520          6,280
Interest on Federal Home Loan Bank advances                       1,097          1,185          3,356          3,623
                                                             -----------    -----------    -----------    -----------
    Total interest expense                                       11,908         10,484         35,578         31,618
                                                             -----------    -----------    -----------    -----------
Net interest income before provision for loan losses             13,399         11,619         39,311         35,376
Provision for loan losses (Note 4)                                  303          5,718            407          5,947
                                                             -----------    -----------    -----------    -----------
Net interest income after provision for loan losses              13,096          5,901         38,904         29,429
                                                             -----------    -----------    -----------    -----------
/TABLE
<PAGE>

MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME  (Cont'd)
(In thousands except per share data)  (Unaudited)
<TABLE>
<CAPTION>
                                                                 Three months ended             Nine months ended
                                                                     September 30                  September 30
                                                             --------------------------    --------------------------
                                                                1996           1995           1996           1995
NON-INTEREST INCOME:                                         -----------    -----------    -----------    -----------
<S>                                                          <C>            <C>            <C>            <C>
Income from trust department                                        258            242            757            695
Service charges on deposit accounts                               1,160          1,135          3,346          3,342
Money order fees                                                    938            912          2,897          2,690
Securities gains (losses), net                                   (1,036)           (18)           140            (30)
Other (Note 5)                                                    2,651            665          4,083          1,855
                                                             -----------    -----------    -----------    -----------
    Total non-interest income                                     3,971          2,936         11,223          8,552
                                                             -----------    -----------    -----------    -----------


OTHER OPERATING EXPENSES:
Salaries and employee benefits                                    6,779          5,730         19,277         16,888
Occupancy expense                                                   774            801          2,243          2,282
Furniture and equipment expenses                                  1,125          1,257          3,555          3,696
Other (Note 6)                                                    3,111          3,472          7,831          8,789
                                                             -----------    -----------    -----------    -----------
    Total other operating expenses                               11,789         11,260         32,906         31,655
                                                             -----------    -----------    -----------    -----------
Income (loss) before income taxes                                 5,278         (2,423)        17,221          6,326
Income tax expense (benefit)                                      1,800           (947)         5,719          1,771
                                                             -----------    -----------    -----------    -----------
NET INCOME (LOSS)                                                $3,478        ($1,476)       $11,502         $4,555
                                                             ===========    ===========    ===========    ===========

NET INCOME (LOSS) PER COMMON SHARE (Note 2)                       $0.38         ($0.16)         $1.25          $0.50
                                                             ===========    ===========    ===========    ===========
Weighted Average Number of Shares Outstanding                     9,205          9,195          9,212          9,192
                                                             ===========    ===========    ===========    ===========

See notes to consolidated financial statements.
/TABLE
<PAGE>

MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)  (Unaudited)
<TABLE>
<CAPTION>                                                                              Nine months
                                                                                   ended September 30
                                                                               --------------------------
                                                                                  1996           1995
CASH FLOWS FROM OPERATING ACTIVITIES:                                          -----------    -----------
<S>                                                                            <C>            <C>
Net income                                                                        $11,502         $4,555
 Adjustments to reconcile net income to net cash provided by (used in)
    operating activities:
    Depreciation, amortization and accretion, net                                   2,715          3,590
    Provision for loan losses                                                         407          5,947
    Federal Home Loan Bank stock dividend                                            (714)          (642)
    Loss (gain) on sales of securities                                               (140)            30
    Gain on sale of money order agent base                                         (1,797)          --  
    Deferred taxes                                                                 (1,282)           930
  Increase in interest receivable                                                    (112)          (975)
  Increase in other assets                                                           (270)        (5,615)
  Decrease in money orders and similar payment instruments outstanding            (24,899)          (186)
  Increase (decrease) in other liabilities                                          5,699         (1,158)
                                                                               -----------    -----------
Net cash provided by (used in) operating activities                                (8,891)         6,476
                                                                               -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                                     (151,213)       (43,837)
  Proceeds from maturities of securities available for sale                        47,584         35,866
  Proceeds from sales of securities available for sale                             69,937         13,591
  Purchases of securities held to maturity                                         54,725         97,275
  Proceeds from maturities of securities held to maturity                          (2,012)       (82,140)
  Proceeds from sales of securities held to maturity                                 --           12,982
  Net increase in customer loans                                                  (47,079)       (23,687)
  Proceeds from sales of premises and equipment                                       900            242
  Proceeds from sale of money order agent base                                      1,797           --  
  Payments for purchases of premises and equipment                                 (3,558)        (2,916)
                                                                               -----------    -----------
Net cash provided by (used in) investing activities                               (28,919)         7,376
                                                                               -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                                         10,449          5,539
  Net increase (decrease) in securities sold under agreements to repurchase        10,633        (77,931)
  Net increase (decrease) in federal funds purchased                                  950         (1,630)
  Repayment of advances from the Federal Home Loan Bank                            (4,066)        (4,852)
  Stock options exercised                                                             554            270
  Dividends paid                                                                   (4,469)        (3,968)
                                                                               -----------    -----------
Net cash provided by (used in) financing activities                                14,051        (82,572)
                                                                               -----------    -----------
Net decrease in cash and cash equivalents                                         (23,759)       (68,720)
Cash and cash equivalents at January 1                                            164,162        134,515
                                                                               -----------    -----------
Cash and cash equivalents at September 30                                        $140,403        $65,795
                                                                               ===========    ===========


During the nine months ended September 30, 1996 there was a transfer from loans to other assets (other 
real estate owned) of $11,934,000.

See notes to consolidated financial statements.
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In thousands except per share data)  (Unaudited)
<TABLE>
<CAPTION>

                                                                                     Nine months ended
                                                                                        September 30
                                                                             ------------------------------
                                                                                  1996            1995
                                                                             --------------   -------------
<S>                                                                          <C>              <C>
Balance, January 1                                                                $132,950        $125,052
Net income                                                                          11,502           4,555
Cash dividends declared ($.49 and $.45 per share, respectively)                     (4,469)         (3,968)
Stock options exercised, including related tax benefits                                583             279
Net unrealized securities gains (losses)                                            (3,007)          2,108
                                                                             --------------   -------------
Balance, September 30                                                             $137,559        $128,026
                                                                             ==============   =============
See notes to consolidated financial statements.
/TABLE
<PAGE>
MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited) 

1. The accounting and reporting policies of Mid-America Bancorp and 
   its subsidiaries (the Company) conform with generally accepted
   accounting principles and general practices within the banking
   industry.  The accompanying unaudited consolidated financial statements
   should be read in conjunction with the Summary of Significant Accounting
   Policies footnote which appears in the Company's 1995 Annual Report and
   Form 10-K filed with the Securities and Exchange Commission.

2. Appropriate share information in the consolidated financial statements
   has been adjusted for the 3% stock dividend of November 1995.

3. The amortized cost and market value of securities available for
   sale are summarized as follows:
<TABLE>
<CAPTION>
                                                             September 30, 1996      December 31, 1995
                                                         ----------------------  ------------------------
                                                         Amortized     Market     Amortized     Market
                                                            Cost       Value        Cost         Value
                                                         ----------  ----------  -----------  -----------
<S>                                                      <C>         <C>         <C>          <C>
       U.S. Treasury and agencies                         $244,057    $244,274     $232,934     $237,294
       Obligations of states and political subdivisions     31,935      31,993       10,841       11,301
       Corporate obligations                                32,560      32,561       28,023       28,107
       Equity securities                                    16,137      16,137       15,672       15,672
                                                         ----------  ----------  -----------  -----------
                                                          $324,689    $324,965     $287,470     $292,374
                                                         ==========  ==========  ===========  ===========
</TABLE>
   The book value and market value of securities held to maturity are
   summarized as follows:
<TABLE>
<CAPTION>
                                                             September 30, 1996      December 31, 1995
                                                         ----------------------  ------------------------
                                                            Book       Market       Book        Market
                                                           Value       Value        Value        Value
                                                         ----------  ----------  -----------  -----------
<S>                                                      <C>         <C>         <C>          <C>
       U.S. Treasury and agencies                          $16,522     $16,710      $69,226      $69,665
       Corporate obligations                                   100         100          100          101
                                                         ----------  ----------  -----------  -----------
                                                           $16,622     $16,810      $69,326      $69,766
                                                         ==========  ==========  ===========  ===========
/TABLE
<PAGE>

MID-AMERICA BANCORP AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands)  (Unaudited) 


4. Allowance for Loan Losses - Changes in the allowance for loan losses
   are as follows:
<TABLE>
<CAPTION>
                                                         September 30,           December 31,
                                                            1996                    1995
                                                         ----------              -----------
<S>                                                      <C>                     <C>
       Balance, January 1                                   $9,318                   $7,045
       Provision for Loan Losses                               407                    6,047
       Recoveries                                              229                      271
       Loans charged-off                                      (769)                  (4,045)
                                                         ----------              -----------
       Balance, end of period                               $9,185                   $9,318
                                                         ==========              ===========
</TABLE>


5. Other non-interest income for the three and nine months ended
   September 30, 1996 includes a gain of approximately $1.8 million related to
   the sale of a part of the money order subsidiary's agent base.


6. Other operating expenses consist of the following:
<TABLE>
<CAPTION>
                                                                       Three Months Ended         Nine Months Ended
                                                                       September 30, 1996        September 30, 1996
                                                                    -----------------------  ------------------------
                                                                        1996        1995         1996         1995
                                                                    ----------  -----------  -----------  -----------
<S>                                                                  <C>         <C>          <C>          <C>
     Operating supplies                                                   $398         $434       $1,142       $1,465
     Legal and professional fees                                           644          779        1,261        1,167
     Taxes - Bank, property and other                                      475          286        1,246        1,017
     Deposit insurance                                                       3          (44)           9          764
     Other                                                               1,591        2,017        4,173        4,376
                                                                    ----------  -----------  -----------  -----------
                                                                        $3,111       $3,472       $7,831       $8,789
                                                                    ==========  ===========  ===========  ===========
</TABLE>





ITEM II.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
     
     This item discusses the results of operations for Mid-America
Bancorp and its subsidiaries for the three and nine months ended
September 30, 1996 and compares those periods with the same periods 
of the previous year.  In addition, the discussion describes the
significant changes in the financial condition of the Company that
have occurred between December 31, 1995 and September 30, 1996. 
This discussion should be read in conjunction with the consolidated
financial statements and accompanying notes presented in Part I,
Item 1 of this report.

A.   RESULTS OF OPERATIONS

     Net income for the nine months ended September 30, 1996 was
$11,502,000 or $1.25 per share, compared to $4,555,000 or $0.50 per
share for the nine months ended September 30, 1995, an increase of
152%.  Net income for the third quarter of 1996 was $3,478,000 or
$0.38 per share, compared to a loss of ($1,476,000) or ($0.16) per
share for the third quarter of 1995.

     Net income in 1996 for the quarter and nine months ended September 30,
1996 increased significantly over the comparable periods in 1995, due in part,
to a significant provision for loan losses, interest reversals, and expenses
in 1995 related to non-performing real estate development loans to one
borrower that reduced net income for the quarter and nine months ended
September 30, 1995 by approximately $4.9 million.

     The results for the quarter and nine months ended September
30, 1996 reflected the following:

     *Increased net interest income on a tax equivalent basis of
$1,863,000 for the quarter and $4,070,000 for the year-to-date,
resulting primarily from increases in earning assets.  The impact
of lower interest rates in 1996 than in 1995 was not significant.

     *A decrease in the provision for loan losses of $5,415,000 and
$5,540,000 for the quarter and year-to-date, respectively.

     *Year-to-date securities gains of $140,000 and securities
losses for the third quarter of 1996 of $1,036,000.  Securities
transactions throughout 1996 have been designed to extend the
maturity and enhance the yield of the securities portfolio.

     *Increases in other non-interest income for the quarter and year-to-date
ended September 30, 1996, related to a $1.8 million gain on the sale of a part
of the money order agent base of Mid-America Money Order Company, a
wholly-owned  subsidiary of the Company.

     *Increases in non-interest income, excluding securities
transactions and the money order gain, of approximately 8% for both
the quarter and year-to-date.


     *Increases in other operating expenses, excluding salaries and
benefits and expenses in 1995 related to the aforementioned problem
real estate loan, of 10.6%  for the quarter.  On the same basis as
above, there was a decrease of 1% in other  operating expenses for
the nine months.

     *Increases in salaries and benefits of 18% and 14% for the
quarter and year-to- date periods, respectively, arising from
staffing changes in the fourth quarter of 1995, annual salary
increases effective in April 1996 that averaged 4%, and increases
in certain benefit costs.

     Net interest income

     Net interest income is the difference between interest earned
on earning assets and interest expensed on interest bearing
liabilities.  The net interest spread is the difference between the
average yield on earning assets and the average rate on interest
bearing liabilities.  The net yield on earning assets (interest
margin) is net interest income divided by average earning assets. 
The following table summarizes the above for the three and nine
months ending September 30, 1996 and 1995.

In thousands except percentages


                                  Three Months Ended  Nine Months Ended
                                  September 30         September 30
                                    1996     1995     1996       1995
Total interest income              $25,307  $22,103  $74,889    $66,994 
Tax equivalent adjustment              404      321    1,093        958
Tax equivalent interest income      25,711   22,424   75,982     67,952
Total interest expense              11,908   10,484   35,578     31,618
Tax equivalent net interest income $13,803  $11,940  $40,404    $36,334
Average rate on earning assets        8.25%    8.30%    8.25%       8.36%
Average rate on interest 
       bearing liabilities            4.77%    4.86%    4.79%       4.83%
Net interest spread, annualized       3.48%    3.44%    3.46%       3.53%
Net interest margin, annualized       4.43%    4.42%    4.39%       4.47%
Average earning assets         $1,235,270 $1,068,554 $1,226,791 $1,080,001
Average interest bearing
     liabilities                 $991,454   $855,413   $989,414   $875,437


          
     Net interest income on a tax equivalent basis increased
approximately $1.9 million or 15.6% and $4.1 million or 11.2% for
the three and nine months ended September 30, 1996, respectively,
compared to comparable periods in 1995.  The increases result
primarily from increases in average earning assets. The third
quarter and year-to-date data for 1995 was impacted by interest
reversals on the previously mentioned non-performing loans of
approximately $600,000.  Excluding the effects of the interest
reversal in 1995, lower interest rates in 1996 caused a slight
decline in the net interest spread and margin.



     Allowance for Loan Losses and Provision for Loan Losses

     The allowance for loan losses is maintained at a level
adequate to absorb estimated potential 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
judgement, deserve current recognition. See "Non-Performing Loans
and Assets".  The allowance for loan losses is established by
charges to operating earnings.     

          During the third quarter of 1995 the Company recorded a
     provision for loan losses of $5.7 million attributed primarily to
     losses associated with loans totaling approximately $14.8 million
     to a Louisville-based real estate development firm, that were
     classified by management as impaired and non-accrual and adjusted
     to fair value based on appraisals of the underlying collateral. 
     See "Non-Performing Loans and Assets".

     An analysis of the changes in the allowance for loan losses
and selected ratios follows:

Dollars In thousands

                                                     Nine Months Ended
                                                     September 30
                                                       1996     1995
Balance at January 1                                   $9,318   $7,045
  Provision for loan losses                               407    5,947
  Net loan charge-offs, net of recoveries                (540)  (3,692)
Balance September 30                                   $9,185   $9,300
Average loans, net of unearned income                $759,511 $698,948
Provision for loan losses to average loans               0.05%    0.85%
Allowance for loan losses to average loans               1.21%    1.33%
Allowance for loan losses to period-end loans            1.17%    1.29%


     Non-interest Income and Other Operating Expenses

     The following table sets forth the major components of non-interest
income and other operating expenses for the three and nine months ending
September 30, 1996 and 1995:

                            Three months ended         Nine months ended
In thousands                  September 30               September 30
                          1996     1995   Increase   1996     1995   Increase
                                         (Decrease)                 (Decrease
Non-Interest Income:
  Income from 
      trust department      $258     $242      $16     $757    $695    $62
  Service charges on 
       deposit accounts    1,160    1,135       25    3,346   3,342      4
  Money order fees           938      912       26    2,897   2,690    207
  Securities gains  
        (losses)          (1,036)     (18)  (1,018)     140     (30)   170
  Other                    2,651      665    1,986    4,083   1,855  2,228
Total non-interest
    income                $3,971   $2,936   $1,035  $11,223  $8,552 $2,671

Other Operating Expenses:
  Salaries and employee  
      benefits            $6,779   $5,730   $1,049 $19,277  $16,888 $2,389
  Occupancy expenses         774      801     (27)   2,243    2,282    (39)
  Furniture and 
      equipment expenses   1,125    1,257    (132)   3,555    3,696   (141)
  Operating supplies         398      434     (36)   1,142    1,465   (323)
  Advertising and marketing  377      191     186      890      494    396
  Professional fees          644      779    (135)   1,261    1,167     94
  Taxes-Bank, property      
     and other               475      286     189    1,246    1,017    229
  Deposit insurance            3     (44)      47        9      764   (755)
  Other                    1,214    1,826    (612)   3,283    3,882   (599)
Total other operating 
      expenses           $11,789  $11,260    $529  $32,906  $31,655  $1,251



     Non-interest income for the quarter and nine months ended September 30,
1996 reflected significant increases over the comparable periods in 1995.  The
quarter and year-to-date results in 1996 include a $1.8 million gain related
to the sale of a part of the money order business of Mid-America Money Order
Company.  Western Union Financial Services, Inc., exercised a contractual
option to purchase part of the money order business from Mid-America Money
Order Company (MOC).  The purchase of this business by Western Union involved
approximately one-third of MOC's agent base and volume.  However, the Company
does not expect the profit level of MOC to decline in the same proportion as
the lost volume because this portion of the agent base accounts for the lowest
margin business in the MOC portfolio and the sale will permit some cost
reductions.  In addition to this transaction, the Company had securities
losses in the third quarter of 1996 aggregating $1,036,000.  These losses were
incurred as the Company continued to extend the maturity structure of its
securities portfolio, in connection with its overall asset / liability
management strategies.  Excluding the money order gain and securities gains
and losses from each period, non-interest income increased approximately 8%
for both the quarter and nine months ended September 30, 1996, compared to the
same periods in 1995.  The third quarter increase included other real estate
gains of $86,000 and lease residual gains of $103,000.  The nine month
increase included these items, as well as, interchange fees from the Company's
new debit card product and a gain on the disposition of a branch location. 
Trust Department income in 1996 reflects improvement over 1995, as new
personal trust business has more than offset the continuing decline in stock
transfer revenue.  The increase in money order fees in the third quarter,
which is less than the nine month rate of increase, reflects lower volume
subsequent to the aforementioned money order business sale.


     Other operating expenses increased $1,251,000 or 4% for the
nine months ended September 30, 1996 and $529,000 or 4.7% for the
quarter ended September 30, 1996, compared to the same periods in
1995.  Excluding the increases in salaries and benefits during the
periods and expenses in 1995 related to the aforementioned problem
real estate loans and certain other matters, the aggregate of
remaining other operating expenses increased 10.6% for the quarter
and declined 1% for the nine month period.  Salaries and benefits
increased approximately 14% and 18% for the nine and three month
periods, respectively.  These increases are attributed to annual
salary increases effective in April 1996 that averaged 4%, staffing
changes that occurred in the 4th quarter of 1995 (the addition of
a Vice-Chairman and Chief Executive Officer and several senior
commercial and real estate lending officers) and increases in
certain benefit costs, primarily pension expense.  The number of
full-time equivalent employees at September 30, 1996 has increased
by 20 since September 1995.  The third quarter of 1996 was also
impacted by the accrual of approximately $325,000 for severance pay
agreements related to the elimination of certain positions.

     With respect to the other categories of other operating
expenses the following are significant factors when comparing the
quarter and nine months results in 1996 to comparable periods in
                                                                           1995

     *Several categories of expenses reflect the efforts of cost
control programs, as occupancy, furniture and equipment, and
operating supplies expenses declined.

     *Advertising and marketing expenses in 1996 increased as the
level of advertising and other promotions increased over historical
levels, as the Company pursues an increase in market share. 

     *Professional fees include approximately $420,000 for the nine
months and      $335,000 for the quarter ended September 30, 1996
of consulting fees related to a company-wide revenue enhancement
and cost reduction project being performed by a bank consulting
firm.  Professional fees in 1995 include approximately $500,000 of
legal fees related to the aforementioned problem real estate loans.

     *Taxes for property and the Kentucky bank tax have increased
in 1996 as property taxes for other real estate have increased, and
the basis for the Kentucky bank tax has changed and caused an
increase in such taxes, respectively.

     *For the nine months ended September 30, 1996 there is a
significant decline in deposit insurance expense as a result of the
reduction in the FDIC assessment rate.

     *The change in 1996 in the other category of other operating
expenses was minor, when excluding certain expenses in the third
quarter of 1995 related to losses on legal matters and
uncollectible money order fees of approximately $650,000.

     Income Taxes

     The Company had income tax expense of $1,800,000 for the third
quarter of 1996 and an income tax benefit of $947,000 for the third
quarter of 1995.  The year-to-date tax expense and effective tax
rate were $5,719,000 and 33.2% for 1996, respectively and
$1,771,000 and 28.0% for 1995, respectively.  The lower effective
tax rate in 1995 is attributed to tax exempt income sources being
a larger proportion of the reduced level of income before taxes.

B.   FINANCIAL CONDITION

     Total Assets

     Total assets at September 30, 1996 of $1.318 billion were
relatively unchanged from December 31, 1995.  Average assets for
the third quarter of 1996 were $1.308 billion compared to $1.194
billion during the last quarter of 1995 and $1.153 billion during
the third quarter of 1995.  For the nine months ended September 30,
1996, average earning assets of $1.227 billion increased 13.6%
compared to the same period in 1995.  For the nine month periods,
average loans increased $61 million or 8.7% and short-term assets
(federal funds sold and resale agreements) increased $92 million. 
Loan growth has been in both the commercial and retail components
of the loan portfolio.  This asset growth was funded by increases
in average deposits ($22 million), average repurchase agreement
($103 million) and average non-interest bearing liabilities ($16
million).

     Nonperforming Loans and Assets

     A summary of non-performing loans and assets follows:

     Dollars in thousands     September 30, 1996  December 31, 1995

     Loans accounted for on a non-
       accrual basis                    $2,456         $14,301
     Loans contractually past due
       ninety days or more as to
       interest or principal payments    1,351             842
     Total non-performing loans          3,807          15,143
     Other real estate held for sale    10,548           1,085
     Total non-performing assets       $14,355         $16,228
     
     Non-performing loans to total 
         loans                           .49%          2.02%
     Non-performing assets to total
         assets                         1.09%          1.24%
      Allowance for loan losses to 
         non-performing loans            241%            62%

     Loans classified as impaired at September 30, 1996 aggregated
$2,456,000 and included all non-accrual loans.  At December 31,
1995, impaired loans aggregated $14,328,000.  

     In April 1996, the Company obtained from bankruptcy court,
title to properties related to $11.9 million of non-performing
loans at December 31, 1995.  The carrying value of these properties
and other properties acquired from the bankruptcy court and
transferred to other real estate owned was approximately $15.2
million.  At September 30, 1996, the carrying value of these
properties has been reduced to $10.3 million as a result of
property sales.  As of late October 1996 the Company has contracts
for additional property sales expected to close in 1996 that will
reduce the real estate carrying value by approximately $700
thousand and contracts expected to close in 1997 that will further
reduce the carrying value by $960 thousand.  Also, the Company has
a sales contract for a portion of these properties with a carrying
value of approximately $1.5 million, that is contingent on zoning
changes which are not expected to be resolved until the middle of
1997.  These properties had previously been adjusted to fair value
based on recent appraisals and current contracts support appraised
values.
     
     
     The Company considers the level of non-performing loans in its
evaluation of the adequacy of the allowance for loan losses.

C.   LIQUIDITY AND INTEREST SENSITIVITY

     Liquidity represents the Company's ability to generate cash or
otherwise obtain funds at a reasonable price to satisfy commitments
to borrowers as well as demands of depositors.  The loan and
securities portfolios are managed to provide liquidity through
maturity or payments related to such assets.  

     Interest rate sensitivity management is managing the
difference or gap between rate sensitive assets and rate sensitive
liabilities to minimize the impact of changing interest rates on
profitability and allow for adequate liquidity.

     The Company's adjusted one year cumulative interest
sensitivity gap was (3.85%) at September 30, 1996 compared to 6.76%
at December 31, 1995.  The cumulative interest sensitivity gap
through 90 days was .54% at September 30, 1996 compared to 10.97%
at December 31, 1995.  Interest rate swap contracts with notional
amounts aggregating $150 million that pay the floating prime rate
for the right to receive a weighted average fixed of 8.56% have
been utilized to supplement on-balance sheet strategies to reduce
the Company's sensitivity to interest rate changes.  At September
30, 1996 and December 31, 1995, the aggregate fair value of
interest rate swap contracts was approximately ($2,193,000) and
$2,444,000, respectively.

     The parent company's liquidity depends primarily on the
dividends paid to it as the sole shareholder of the Mid-America
Bank of Louisville and Trust Company.


D.   CAPITAL RESOURCES

     At September 30, 1996 shareholders' equity totaled
$137,559,000, an increase of $4.6 million since December 31, 1995. 
The increase is attributed to net income less dividends, net of
depreciation in the value of securities available for sale of
approximately $3 million.


                               Company    Company     Minimum
                               September  December    Required
                                30, 1996   31, 1995

Leverage Ratio                  10.41%      9.86%       3.00%

Tier 1 risk based capital    
    ratio                       14.97%     14.90%       4.00%

Total risk based capital
    ratio                       15.97%     15.97%       8.00%




ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K


     (a)  Exhibits

          27        Financial Data Schedule


     (b)  Reports on Form 8-K

          None





                         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.

                          Mid-America Bancorp
                            (Registrant)
Date:  November   , 1996      By:                         
                                 Steven Small
                                 Executive Vice President and
                                 Chief Financial Officer

Date:  November    , 1996     By:                         
                                 R.K. Guillaume
                                 Chief Executive Officer




                       INDEX TO EXHIBITS

     27   Financial Data Schedule