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 quarterly period ended September 30, 1999
                                     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 Identification 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

                                  (continued)

                               MID-AMERICA BANCORP

       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, 1999:  10,318,357 shares of common stock, no par value




                              MIDAMERICA BANCORP

                       PART I.   FINANCIAL INFORMATION

    The consolidated financial statements of MidAmerica 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 unaudited consolidated financial statements of
the Company are submitted herewith:

Consolidated balance sheets - September 30, 1999 and December
        31, 1998
Consolidated statements of income  three and nine months
        ended September 30, 1999 and 1998
Consolidated statements of changes in shareholders' equity
        nine months ended September 30, 1999 and 1998
Consolidated statements of comprehensive income  three and
        nine months ended September 30, 1999 and 1998
Consolidated statements of cash flows - nine months ended
        September 30, 1999 and 1998
Notes to consolidated financial statements



CONSOLIDATED BALANCE SHEETS
In thousands, except share and per share amounts
Unaudited
<TABLE>
<CAPTION>
                                                    September 30   December 31
                                                    -----------    -----------
                                                        1999           1998
ASSETS                                              -----------    -----------
<S>                                                 <C>            <C>
Cash and due from banks                                $26,444        $39,644
Federal funds sold                                       8,400             --
Securities purchased under agreements to resell             --         35,000
Securities available for sale, amortized cost
  of $389,922 (1999) and $382,580 (1998)               389,579        385,767
Securities held to maturity, market value
  of $4,019 (1998) and $84,013 (1998)                    4,026         83,998
Loans, net of unearned income                        1,037,066      1,005,021
Allowance for loan losses                               (9,300)        (9,010)
                                                    -----------    -----------
  Loans, net                                         1,027,766        996,011
Premises and equipment                                  21,975         21,854
Other assets                                            36,031         32,489
                                                    -----------    -----------
    TOTAL ASSETS                                    $1,514,221     $1,594,763
                                                    ===========    ===========


LIABILITIES
Deposits:
  Non-interest bearing                                $135,925       $165,072
  Interest bearing                                     824,238        788,852
                                                    -----------    -----------
    Total deposits                                     960,163        953,924

Securities sold under agreements to repurchase         219,540        276,454
Federal funds purchased                                 31,885         12,090
Advances from the Federal Home Loan Bank                70,588         74,862
Gift certificates outstanding                           39,420         95,127
Accrued expenses and other liabilities                  16,186         14,870
                                                    -----------    -----------
    TOTAL LIABILITIES                                1,337,782      1,427,327

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 - 15,000,000 shares (1999); 12,000,000
  shares (1998); issued and outstanding - 10,318,357
  shares (1999); 10,246,157 shares (1998)               28,616         28,416
Additional paid-in capital                             124,648        123,905
Retained earnings                                       23,398         13,043
Accumulated other comprehensive income (loss)             (223)         2,072
                                                    -----------    -----------
    TOTAL SHAREHOLDERS' EQUITY                         176,439        167,436
                                                    -----------    -----------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY      $1,514,221     $1,594,763
                                                    ===========    ===========
See notes to unaudited consolidated financial statements.
</TABLE><PAGE>


CONSOLIDATED STATEMENTS OF INCOME
In thousands, except per share amounts
Unaudited
<TABLE>
<CAPTION>
                                          Three months ended  Nine months ended
                                            September 30         September 30
                                        ------------------   ------------------
                                          1999      1998       1999      1998
                                        --------  --------   --------  --------
<S>                                     <C>       <C>        <C>       <C>
INTEREST INCOME:
Interest and fees on loans              $23,093   $22,190    $67,903   $64,210
Interest and dividends on:
  Taxable securities                      5,071     3,836     12,501    12,120
  Tax-exempt securities                     718       709      2,140     2,130
Interest on federal funds sold               70       125        179       471
Interest on securities purchased under
  agreements to resell                      413     1,161      3,838     4,647
                                        --------  --------   --------  --------
    Total interest income                29,365    28,021     86,561    83,578
                                        --------  --------   --------  --------
INTEREST EXPENSE:
Interest on deposits                      8,407     8,792     24,752    25,954
Interest on federal funds purchased
  and securities sold under
  agreements to repurchase                3,326     2,947     10,599     9,833
Interest on Federal Home
  Loan Bank advances                      1,059     1,169      3,257     3,212
                                        --------  --------   --------  --------
    Total interest expense               12,792    12,908     38,608    38,999
                                        --------  --------   --------  --------
Net interest income before
  provision for loan losses              16,573    15,113     47,953    44,579
Provision for loan losses                   590        --      2,341       500
                                        --------  --------   --------  --------
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES              15,983    15,113     45,612    44,079
                                        --------  --------   --------  --------
NON-INTEREST INCOME:
Income from trust department                690       643      2,006     1,757
Service charges on deposit accounts       1,561     1,434      4,459     4,041
Gift certificate fees                       620        56      1,336       177
Securities gains                              6         3         21        30
Other                                     1,316     1,372      6,625     9,205
                                        --------  --------   --------  --------
    Total non-interest income             4,193     3,508     14,447    15,210
                                        --------  --------   --------  --------
OTHER OPERATING EXPENSES:
Salaries and employee benefits            7,203     7,318     21,240    21,216
Occupancy expense                           798       794      2,417     2,265
Furniture and equipment expenses          1,162     1,061      3,455     3,238
Other                                     2,995     3,246      8,612    10,017
                                        --------  --------   --------  --------
    Total other operating expenses       12,158    12,419     35,724    36,736
                                        --------  --------   --------  --------
Income before income taxes                8,018     6,202     24,335    22,553
Income tax expense                        2,175     1,792      7,182     6,710
                                        --------  --------   --------  --------
NET INCOME                               $5,843    $4,410    $17,153   $15,843
                                        ========  ========   ========  ========
WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                  10,317    10,227     10,301    10,208
  Diluted                                10,448    10,418     10,443    10,429

NET INCOME PER COMMON SHARE
  Basic                                   $0.57     $0.43      $1.67     $1.55
  Diluted                                  0.56      0.42       1.64      1.52

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


CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
In thousands, except per share amounts
Unaudited
<TABLE>
<CAPTION>

                                                Nine months
                                             ended September 30
                                          ----------------------
                                             1999        1998
                                          ----------  ----------
<S>                                       <C>         <C>
Balance, January 1                         $167,436    $155,709
Net income                                   17,153      15,843
Other comprehensive income
  (loss), net of tax                         (2,295)       (657)
Cash dividends declared - $.44 (1999)
  and $.41 (1998)                            (6,798)     (6,246)
Stock options exercised, including
  related tax benefits                          943         805
                                          ----------  ----------
Balance, September 30                      $176,439    $165,454
                                          ==========  ==========

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


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
In Thousands
Unaudited
<TABLE>
<CAPTION>
                                                Three months           Nine months
                                            ended September 30      ended September 30
                                          ----------              ---------
                                             1999        1998        1999       1998
                                          ----------  ----------  ---------  ---------
<S>                                       <C>         <C>         <C>        <C>
Net Income                                   $5,843      $4,410    $17,153    $15,843

Other comprehensive income (loss), net of tax:
 Unrealized gains (losses) on securities
  available for sale:
   Unrealized holding gains (losses)
      arising during the period                (832)      1,124     (2,281)      (677)
   Less reclassification adjustment for
      gains included in net income               (4)         (2)       (14)       (20)
                                          ----------  ----------  ---------  ---------
                                               (836)      1,122     (2,295)      (697)
 Pension liability adjustment                   --          --         --          40
                                          ----------  ----------  ---------  ---------
Other comprehensive income (loss)              (836)      1,122     (2,295)      (657)
                                          ----------  ----------  ---------  ---------
COMPREHENSIVE INCOME                         $5,007      $5,532    $14,858    $15,186
                                          ==========  ==========  =========  =========

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


CONSOLIDATED STATEMENTS OF CASH FLOWS
In Thousands
Unaudited
<TABLE>
<CAPTION>                                                       Nine months
                                                            ended September 30
                                                          ----------------------
                                                             1999        1998
CASH FLOWS FROM OPERATING ACTIVITIES:                     ----------  ----------
<S>                                                       <C>         <C>
Net income                                                  $17,153     $15,843
 Adjustments to reconcile net income to
  net cash provided by operating activities:
    Depreciation, amortization and accretion, net             3,293       4,031
    Provision for loan losses                                 2,341         500
    Federal Home Loan Bank stock dividend                      (893)       (852)
    Gains on sales of securities                                (21)        (30)
    Gains on sales of other real estate                      (1,371)       (814)
    Gain on sale of subsidiary                                    --     (4,213)
    Deferred taxes                                              456        (483)
  Increase in interest receivable                            (1,931)     (1,864)
  Increase in other assets                                   (3,842)     (1,342)
  Increase in accrued expenses and other liabilities            752       1,665
                                                          ----------  ----------
Net cash provided by operating activities                    15,937      12,441
                                                          ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale               (823,491)    (81,710)
  Proceeds from maturities of
   securities available for sale                            802,541     170,923
  Proceeds from sales of securities available for sale       14,949       7,206
  Purchases of securities held to maturity                     (501)     (2,529)
  Proceeds from maturities of securities held to maturity    80,500      76,000
  Net cash proceeds from sale of subsidiary                       --      8,134
  Increase in customer loans                                (34,119)    (63,641)
  Proceeds from sales of other real estate                    3,570       3,535
  Payments for purchases of premises and equipment           (2,363)     (3,171)
                                                          ----------  ----------
Net cash provided by investing activities                    41,086     114,747
                                                          ----------  ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                    6,239      16,601
  Net decrease in securities sold
   under agreements to repurchase                           (56,914)    (72,272)
  Net increase in federal funds purchased                    19,795       8,965
  Advances from the Federal Home Loan Bank                   15,000      26,216
  Repayment of advances from the Federal Home Loan Bank     (19,274)    (12,473)
  Decrease in gift certificates outstanding                 (55,707)    (43,000)
  Stock options exercised                                       836         635
  Dividends paid                                             (6,798)     (6,246)
                                                          ----------  ----------
Net cash used in financing activities                       (96,823)    (81,574)
                                                          ----------  ----------
Net increase (decrease) in cash and cash equivalents        (39,800)     45,614
Cash and cash equivalents at January 1                       74,644      45,902
                                                          ----------  ----------
Cash and cash equivalents at September 30                   $34,844     $91,516
                                                          ==========  ==========

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


NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.The accounting and reporting policies of MidAmerica 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 1998 Annual Report and
  Form 10-K filed with the Securities and Exchange Commission.  The
  consolidated financial statements reflect all adjustments (consisting
  only of adjustments of a normal recurring nature) which are, in the
  opinion of management, necessary for a fair presentation of financial
  condition and results of operations for the interim periods. Certain
  prior year amounts have been reclassified to conform with current
  classifications.

2.The following table presents the numerators (net income) and
  denominators (average shares outstanding) for the basic and
  diluted net income per share computations for the three and
  nine months ended September 30:

<TABLE>
<CAPTION>
  In thousands, except per share amounts
                                           Three months ended        Nine months ended
                                              September 30              September 30
                                       ------------------------  ------------------------
                                          1999         1998         1999         1998
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  Net income, basic and diluted            $5,843       $4,410      $17,153      $15,843
                                       ===========  ===========  ===========  ===========

  Average shares outstanding               10,317       10,227       10,301       10,208
  Effect of dilutive securities               131          191          142          221
  Average shares outstanding including -----------  -----------  -----------  -----------
     dilutive securities                   10,448       10,418       10,443       10,429
                                       ===========  ===========  ===========  ===========
  Net income per share, basic               $0.57        $0.43        $1.67        $1.55
                                       ===========  ===========  ===========  ===========
  Net income per share, diluted             $0.56        $0.42        $1.64        $1.52
                                       ===========  ===========  ===========  ===========
</TABLE>

  Appropriate share and per share information in the consolidated
  financial statements has been adjusted for the 3% stock
  dividend of November 1998.

3.The amortized cost and market value of securities available for
  sale are summarized as follows:
<TABLE>
<CAPTION>
                                           September 30, 1999     December 31, 1998
                                       ------------------------  ------------------------
  In thousands                          Amortized     Market      Amortized     Market
                                          Cost         Value        Cost         Value
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  U.S. Treasury and
    U.S. government agencies             $130,817     $130,805     $159,821     $160,415
  Collateralized mortgage obligations     177,549      176,405      148,524      146,970
  States and political subdivisions        50,966       51,776       50,609       54,738
  Corporate obligations                    10,241       10,244        4,634        4,652
  Equity securities                        20,349       20,349       18,992       18,992
                                       -----------  -----------  -----------  -----------
                                         $389,922     $389,579     $382,580     $385,767
                                       ===========  ===========  ===========  ===========
</TABLE>
  The amortized cost and market value of securities held to maturity are
  summarized as follows:
<TABLE>
<CAPTION>
                                           September 30, 1999     December 31, 1998
                                       ------------------------  ------------------------
  In thousands                          Amortized     Market      Amortized     Market
                                          Cost         Value        Cost         Value
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  U.S. Treasury and
    U.S. government agencies               $4,026       $4,019      $83,998      $84,013
                                       ===========  ===========  ===========  ===========
</TABLE>

4.Activity in the allowance for loan losses for the nine months
  ended September 30, 1999 and year ended December 31, 1998 follows:
<TABLE>
<CAPTION>
                                       September 30,             December 31,
  In thousands                            1999                      1998
                                       -----------               -----------
<S>                                    <C>                       <C>
  Balance, January 1                       $9,010                    $9,209

  Loans charged-off                        (2,284)                   (1,355)
  Recoveries                                  233                       184
                                       -----------               -----------
  Net loans charged-off                   ($2,051)                  ($1,171)
  Provision for loan losses                 2,341                       972
                                       -----------               -----------
  Balance, end of period                   $9,300                    $9,010
                                       ===========               ===========
</TABLE>


5.Significant components of other non-interest income and other operating
  expenses are set forth below:

<TABLE>
<CAPTION>

                                          Three months ended         Nine months ended
  In thousands                                September 30              September 30
                                       ------------------------  ------------------------
                                          1999         1998         1999         1998
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  Other non-interest income:
     Settlement proceeds (1999)/ gain on
      sale of money order subsidiary (1        $0           $0       $1,800       $4,213
     Gains on sales of other real estat       371            0        1,371          814
     Money order processing fees               90          354          390        1,267
     Other                                    855        1,018        3,064        2,911
                                       -----------  -----------  -----------  -----------
                                           $1,316       $1,372       $6,625       $9,205
                                       ===========  ===========  ===========  ===========
</TABLE>
  Other non-interest income includes non-recurring revenue related to
  the Company's sale of its money order subsidiary.  For the nine
  months ended September 30, 1998, the gain on the sale of the
  subsidiary was recognized in the amount of $4,213,000.  Other
  non-interest income for the nine months ended September 30, 1999,
  includes a $1.8 million settlement related to the discontinuance of a
  processing agreement between the Company and the purchaser of the
  money order order subsidiary.


<TABLE>
<CAPTION>
                                          Three months ended         Nine months ended
  In thousands                                September 30              September 30
                                       ------------------------  ------------------------
                                          1999         1998         1999         1998
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  Other operating expenses:
     Advertising and marketing               $307         $416         $956       $1,683
     Operating supplies                       396          262        1,093        1,078
     Legal and professional fees              633          739        1,371        2,302
     Taxes, other than income taxes           412          341        1,157        1,017
     Other                                  1,247        1,488        4,035        3,937
                                       -----------  -----------  -----------  -----------
                                           $2,995       $3,246       $8,612      $10,017
                                       ===========  ===========  ===========  ===========
</TABLE>

6.Selected financial information by business segment for September 1999
and 1998 follows:
<TABLE>
<CAPTION>
                                          Three months ended         Nine months ended
                                              September 30              September 30
  In thousands                         ------------------------  ------------------------
                                          1999         1998         1999         1998
                                       -----------  -----------  -----------  -----------
<S>                                    <C>          <C>          <C>          <C>
  Net interest income
     Banking                              $15,777      $14,362      $45,433      $42,034
     Other                                    788          753        2,520        2,550
     Eliminations                               8           (2)           0           (5)
                                       -----------  -----------  -----------  -----------
        Total                             $16,573      $15,113      $47,953      $44,579
                                       ===========  ===========  ===========  ===========

  Non-interest income
     Banking                               $3,483       $3,093      $10,850       $9,568
     Other (a) (b)                          2,350        2,208        9,359       10,381
     Eliminations (a)                      (1,640)      (1,793)      (5,762)      (4,739)
                                       -----------  -----------  -----------  -----------
        Total                              $4,193       $3,508      $14,447      $15,210
                                       ===========  ===========  ===========  ===========

  Net income
     Banking                               $5,509       $4,104      $14,484      $12,547
     Other                                    325          307        2,668        3,300
     Eliminations                               9           (1)           1           (4)
                                       -----------  -----------  -----------  -----------
        Total                              $5,843       $4,410      $17,153      $15,843
                                       ===========  ===========  ===========  ===========

  Assets as of June 30
     Banking                                                     $1,463,441   $1,400,161
     Other                                                           64,275       60,082
     Eliminations                                                   (13,495)     (54,173)
                                                                 -----------  -----------
        Total                                                    $1,514,221   $1,406,070
                                                                 ===========  ===========
</TABLE>

  (a) Data processing revenues, for services provided to the banking segment
  and certain other operating areas by the data processing subsidiary, are
  eliminated in the consolidated statement of income.

  (b) The primary external source of other non-interest income is fees
  related to the gift certificate operation. In 1999, other
  non-interest income also includes settlement proceeds related to the
  discontinuance of a processing agreement between the Company and
  the purchaser of the money order subsidiary.  In 1998, other
  non-interest income also includes a gain on the sale of the money
  order subsidiary (See Note 5).

<PAGE>

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

This item discusses the results of operations for the Company
for the three and nine months ended September 30, 1999, 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 at September 30, 1999 as
compared to December 31, 1998.  This discussion should be read in
conjunction with the unaudited consolidated financial statements
and accompanying notes presented in Part I, Item 1 of this report.

RESULTS OF OPERATIONS

Net income for the three months ended September 30, 1999 was
$5.843 million compared to $4.410 million for the three months
ended September 30, 1998.  Net income for the nine months ended
September 30, 1999 was $17.153 million compared to $15.843
million for the nine months ended September 30, 1998.

Net income for the three and nine month periods ended
September 30, 1999 and 1998 includes non-recurring revenue related
to the sale of the Companys money order subsidiary and gains on
sales of other real estate.  For the nine months ended September
30, 1998, a $4.2 million gain on the sale of the money order
subsidiary and $814,000 of gains on sales of other real estate were
recognized.  For the nine month period ended September 30, 1999,
the Company recognized as income $1.8 million of settlement
proceeds related to the discontinuance of a processing agreement
between the Company and the purchaser of the money order
subsidiary, and $1.371 million of gains on sales of other real
estate.  In the third quarter of 1999, there were gains of $371,000
on sales of other real estate.

The Company had substantial improvement in operating net
income for the three and nine months ended September 30, 1999,
compared to the same periods in 1998.  Excluding the non-recurring
revenue items for the three and nine month periods of 1999 and 1998
discussed above, diluted net income per share reflects an increase
of 28.6% for the third quarter of 1999 compared with the third
quarter of 1998, and an increase of 17.9% for the nine months ended
September 30, 1999 compared with the same period in 1998.

  The improved operating performance is attributed primarily to
  the following:

      *Increases in tax equivalent net interest income of 9.5%
       and 7.4% for the quarter and nine month periods,
       respectively.
      *Increases in the core components of non-interest income
       of 8.9% and 10.8% for the quarter and the nine month
       periods, respectively.
      *Decreases in other operating expenses of 2.1% and 2.8%
       for the quarter and nine month periods, respectively.

These positive factors, which are discussed in more detail in
the following pages, were partially offset by an increase
in the provision for loan losses.  In the third quarter of 1999,
the provision for loan losses was $.590 million, compared with
no provision in the third quarter of 1998.  For the nine months
ended September 30, 1999, the provision for loan losses increased
$1.841 million from $.500 million in 1998 to $2.341 in 1999.
The table below reflects operating results excluding the
previously discussed non-recurring revenue items.

<TABLE>
<CAPTION>
                                                 Three Months                        Nine Months
                                              Ended September 30                  Ended September 30
                                      ----------------------------------  ----------------------------------
                                         1999        1998        % Chg       1999        1998        % Chg
                                      ----------  ----------  ----------  ----------  ----------  ----------
<S>                                  <C>         <C>         <C>         <C>         <C>         <C>
Net income (in 1000s)                     $5,843      $4,410        32.5%    $17,153     $15,843         8.3%
Non-recurring revenue, net
  of taxes (in 1000s)                       (241)       --          --        (1,943)     (3,044)      -36.2%
                                      ----------  ----------              ----------  ----------
Net income excluding
  non-recurring revenue (in 1000s)        $5,602      $4,410        27.0%    $15,210     $12,799        18.8%
                                      ==========  ==========  ==========  ==========  ==========  ==========

Diluted net income per share               $0.56       $0.42        33.3%      $1.64       $1.52         7.9%
Non-recurring revenue, net of taxes
  on a diluted per share basis             (0.02)       --          --         (0.19)      (0.29)      -34.5%
                                      ----------  ----------              ----------  ----------
Diluted net income per share
  excluding non-recurring revenue          $0.54       $0.42        28.6%      $1.45       $1.23        17.9%
                                      ==========  ==========  ==========  ==========  ==========  ==========
</TABLE>

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 rate of interest earned on earning assets and the average
rate of interest expensed 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 ended September 30, 1999
and 1998.

<TABLE>
<CAPTION>
Dollars in thousands                    Three Months Ended      Nine Months Ended
                                           September 30            September 30
                                       ----------------------  -----------------------
                                            1999        1998        1999        1998
                                       ----------  ----------  ----------  -----------
<S>                                  <C>         <C>         <C>         <C>
Total interest income                    $29,365     $28,021     $86,561     $83,578
Tax equivalent adjustment                    459         440       1,372       1,340
                                         --------    --------    --------    --------
Tax equivalent interest income            29,824      28,461      87,933      84,918
Total interest expense                    12,792      12,908      38,608      38,999
                                         --------    --------    --------    --------
Tax equivalent net interest income       $17,032     $15,553     $49,325     $45,919
                                         ========    ========    ========    ========
Average rate on earning assets              8.07%       8.45%       7.91%       8.40%
Average rate on interest
  bearing liabilities                       4.34%       4.74%       4.34%       4.79%
Net interest spread, annualized             3.73%       3.71%       3.57%       3.61%
Net interest margin, annualized             4.61%       4.62%       4.44%       4.54%
Average earning assets                $1,464,752  $1,338,601  $1,486,587  $1,355,118
Average interest bearing liabilities  $1,170,361  $1,080,778  $1,190,324  $1,089,093
</TABLE>

        Net interest income on tax equivalent basis increased
$1,479,000 or 9.5% for the quarter and $3,406,000 or 7.4% for the
nine month period, as the Company benefited from higher earning
asset volume.  During the quarter and nine month periods of 1999,
average earning assets increased 9.4% and 9.7%, respectively,
compared with 1998.  Average earning asset growth for the
quarter and nine month periods included average loan growth of
$90 million and $98 million, respectively.  For both periods,
approximately half of the growth is related to retail loans and is
primarily attributed to indirect automobile lending activities.
The remaining loan growth is associated with commercial lending
activities.  Partially offsetting the benefit of volume increases
was the impact of lower interest rates in 1999 than in 1998, on
both new and repricing assets and liabilities.  For the third
quarter of 1999, compared with the same period in 1998, the net
interest margin declined one basis point to 4.61%; for the nine
months ended September 30, 1999, compared to the same period in
1998, the net interest margin declined 10 basis points to 4.44%.

Allowance for Loan Losses and Provision for Loan Losses

The allowance for loan losses is maintained at a level which
management believes is adequate to absorb estimated probable credit
losses.  Management determines the adequacy of the allowance based
upon reviews of individual credits, evaluation of the risk
characteristics of each segment of the loan portfolio, including
the impact of current economic conditions on the borrowers' ability
to repay, past collection and loss experience and such other
factors, which, in management's judgment, deserve current
recognition.

The allowance for loan losses was $9,300,000 and 0.90% of
loans as of September 30, 1999 compared with $9,010,000 and 0.90%
of loans at December 31, 1998.  The allowance for loan losses was
219% of non-performing loans at September 30, 1999, compared to
202% at December 31, 1998.  Non-performing  loans were $4.3
million and 0.41% of loans outstanding at September 30, 1999,
compared with $4.5 million and 0.44% on December 31, 1998.  Net
loans charged-off were $.568 million in the third quarter of 1999
and $2.051 million for the nine months ended September 30, 1999,
compared with $119,000 in the third quarter of 1998 and $493,000
for the nine months ended September 30, 1999.  The third quarter
provision for loan losses in 1999 was $590,000 compared with no
provision in the third quarter of 1998.  For the nine months
ended September 30, 1999, the provision for loan losses was
$2,341,000, compared with $500,000 for the same period in 1998.
The increase in the provision for loan losses related to the
increased level of charged-off loans.  Net loans charged-off
related to indirect automobile lending activities were $360,000
for the third quarter of 1999, and $984,000 for the nine month
period ended September 30, 1999.  The nine month period of 1999
also includes a loan charge-off of $730,000 related to a loss on
the sale of a problem loan.

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

Dollars in thousands                                 Nine Months Ended
                                                        September 30
                                                  ----------------------
                                                      1999        1998
                                                  ----------  ----------
Balance at January 1                                  $9,010      $9,209

Loans charged off                                     (2,284)       (617)
Recoveries                                               233         124
                                                    --------    --------
  Net loans charged off                               (2,051)       (493)
Provision for loan losses                              2,341         500
                                                    --------    --------
Balance September 30                                  $9,300      $9,216
                                                    ========    ========
Average loans, net of unearned income             $1,009,219    $910,889
Provision for loan losses to average loans              0.23%       0.05%
Allowance for loan losses to average loans              0.92%       1.01%
Allowance for loan losses to period-end loans           0.90%       0.97%


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 ended September 30, 1999 and 1998:

<TABLE>
<CAPTION>
In thousands                                        Three Months Ended       Nine Months Ended
                                                       September 30            September 30
                                                  ----------------------  ----------------------
                                                      1999        1998        1999        1998
                                                  ----------  ----------  ----------  ----------
<S>                                              <C>         <C>         <C>         <C>
Non-Interest Income:
  Income from trust department                          $690        $643      $2,006      $1,757
  Service charges on deposit accounts                  1,561       1,434       4,459       4,041
  Gift certificate fees                                  620          56       1,336         177
  Securities gains                                         6           3          21          30
  Settlement proceeds (1999) / gain on sale
   of money order subsidiary (1998)                     --          --         1,800       4,213
  Gains on sales of other real estate                    371        --         1,371         814
  Money order processing fees                             90         354         390       1,267
  Other                                                  855       1,018       3,064       2,911
                                                  ----------  ----------  ----------  ----------
Total non-interest income                             $4,193      $3,508     $14,447     $15,210
                                                  ==========  ==========  ==========  ==========
Other Operating Expenses:
  Salaries and employee benefits                      $7,203      $7,318     $21,240     $21,216
  Occupancy expenses                                     798         794       2,417       2,265
  Furniture and equipment expenses                     1,162       1,061       3,455       3,238
  Advertising and marketing                              307         416         956       1,683
  Operating supplies                                     396         262       1,093       1,078
  Legal and professional fees                            633         739       1,371       2,302
  Taxes, other than income taxes                         412         341       1,157       1,017
  Other                                                1,247       1,488       4,035       3,937
                                                  ----------  ----------  ----------  ----------
Total other operating expenses                       $12,158     $12,419     $35,724     $36,736
                                                  ==========  ==========  ==========  ==========
</TABLE>

        Excluding the non-recurring revenue related to the money
order subsidiary sale and gains on real estate sales, non-
interest income in the third quarter of 1999 increased $311,000
or 8.9% over the third quarter of 1998; non-interest income for
the nine months ended September 30, 1999, increased $1,102,000 or
10.8% over 1998.  Trust Department income increased $47,000 or
7.3% for the quarter and $249,000 or 14.2% for the nine month
period as assets under management continued to increase with
continuing business development activities.  Deposit service
charges increased $127,000 or 8.9% for the quarter and $418,000
or 10.3% for the nine month period due to an expanding customer
base and increased service charge rates in effect since the third
quarter of 1998.  Service charges on dormant gift certificates,
recognized starting in the fourth quarter of 1998, caused a
$564,000 increase in the third quarter and a $1,160,000 increase
for the nine month period in the level of gift certificate
income.  Processing fees for services provided to the purchaser
of the money order subsidiary declined $264,000 for the quarter
and $877,000 for the nine month period.  These services were
phased out by September 30, 1999.  Bank card and merchant fees,
included in other non-interest income, increased $25,000 or 7.1%
for the quarter and $297,000 or 25.6% for the nine month period
as the retail card base and the merchant network continued to
expand.

        Other operating expenses declined $261,000 or 2.1% for the
quarter and $1,012,000 or 2.8% for the nine month period.
Declines in legal and advertising costs contributed to these
overall operating expense reductions.  Legal costs declined
$154,000 for the quarter and $1,000,000 for the nine month period
as discovery efforts in one ongoing litigation matter were
concluded in early 1999.  Advertising costs in 1999 moved back to
historical level, while 1998 had the additional cost of a new
image campaign.  Advertising expenses declined $108,000 for the
quarter and $727,000 for the nine month period.  Salaries and
benefits decreased $115,000 for the quarter and increased $24,000
or 0.1% for the nine month periods.  Normal salary increases
effective in April 1999 averaged 4.2%.  However, lower personnel
costs for the Year 2000 project and controlled staffing levels
minimized the impact of salary increases.  Staffing levels
remained fairly constant, with a year-to-date average FTE level
of 620 in 1999 and 621 in 1998.  Depreciation on new computers
and other equipment caused equipment expenses to increase
$101,000 and $217,000 for the quarter and year-to-date periods,
respectively.  Facilities maintenance expenses contributed to a
$152,000 year-to-date increase in occupancy expenses.  Variances
in other expense categories were not significant.

Income Taxes

The Company had income tax expense of $2,175,000 for the third
quarter of 1999 compared to $1,792,000 for the same period in 1998,
which yielded effective tax rates of 27.1% for 1999 and 28.9% for
1998.  The tax expense in the third quarter of 1999 was reduced
$168,000 as a result of a refund on a prior year tax return.  The
year-to-date tax expense and effective tax rates were $7,182,000
and 29.5% for 1999, and $6,710,000 and 29.7% for 1998,
respectively.


FINANCIAL CONDITION

        Total assets decreased approximately $81 million from December
31, 1998 to September 30, 1999, while average assets increased $71
million or 4.9% to $1.540 billion for the third quarter of 1999
compared to the last quarter of 1998.  During the three and nine
month periods ended September 30, 1999, average earning assets
increased approximately $126 million and $131 million respectively,
compared to the prior year periods.  Average earning asset growth
was funded primarily from increases in average retail deposit
products, customer repurchase agreements and federal funds
purchased during the periods.  For the nine months ended September
30, 1999 compared to the first nine months of 1998 average asset
growth included increases in average commercial loans of $46
million, average retail loans of $52 million, and average
securities of $45 million.  For the third quarter of 1999 compared
to 1998, average retail loans increased $43 million, average
commercial loans increased $47 million and the average securities
portfolio increased $90 million.



Non-performing Loans and Assets

A summary of non-performing loans and assets follows:

Dollars in thousands                 September 30, 1999      December 31, 1998
                                     -------------           -----------------
Loans accounted for on a non-
   accrual basis                          $1,981                  $1,416
Restructured loans                           818                    --
Loans contractually past due
   ninety days or more as to
   interest or principal payments          1,452                   3,050
                                        --------                --------
Total non-performing loans                 4,251                   4,466
Other real estate held for sale            9,099                  11,358
                                        --------                --------
Total non-performing assets              $13,350                 $15,824
                                        ========                ========

Non-performing loans to total loans         0.41%                   0.44%
Non-performing assets to total assets       0.88%                   0.99%
Allowance for loan losses to non-
   performing loans                          219%                    202%


Loans classified as impaired at September 30, 1999 aggregated
$3.0 million and included all non-accrual and restructured loans.
 At December 31, 1998, impaired loans aggregated $3.6 million.
Loans for which payments were current or less than 90 days past
due, where borrowers are currently experiencing financial
difficulties, were approximately $14 million at September 30, 1999
and $3.8 million at December 31, 1998.

The Company considers the level of non-performing and impaired loans
in its evaluation of the adequacy of the allowance for loan losses.

Other real estate aggregated $9.1 million at September 30,
1999 and was principally comprised of properties acquired in
settlement of a related group of problem real estate development
loans in April 1996, and a completed condominium project acquired
in settlement of loans in November 1997.

The carrying value of real estate development property has
been substantially reduced through sales from an original value
of $15.2 million to $1.7 million at September 30, 1999. The
remaining portion of property is 15 acres of commercial property.
 The condominium project involves 30 (44 originally) completed
and readily marketable units and 7.5 acres of adjacent developed
land.  This riverfront development has a carrying value of $7.0
million.  Management has taken recent action to provide for
enhanced marketing of these properties.

Gains on sales of real estate held for sale were $371,000
and $-0- for the third quarter of 1999 and 1998, respectively,
and $1,371,000 and $814,000 for the nine months ended September
30, 1999 and 1998, respectively.

LIQUIDITY

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.

The parent Company's liquidity depends primarily on the
dividends paid to it as the sole shareholder of Bank of Louisville.

CAPITAL   RESOURCES

At September 30, 1999, shareholders' equity totaled
$176,439,000, an increase of $9.0 million since December 31, 1998.
 Net income of $17.2 million after cash dividends of $6.8 million
provided $10.4 million of the increase.  Since December 31, 1998,
the Companys available for sale securities portfolio had net
unrealized losses, net of tax benefits, that decreased shareholders
equity $2.3 million. Proceeds and tax benefits from stock options
exercised added $943,000 to shareholders equity in 1999.

The Company's capital ratios exceed minimum regulatory
requirements and are as follows:

                                       Company     Company
                                     September 30December 31,  Minimum
                                         1999        1998      Required
                                     ----------  ----------  ----------
Leverage Ratio                              11.7%       11.5%        4.0%
Tier I risk based capital ratio             15.3%       14.2%        4.0%
Total risk based capital ratio              16.1%       15.0%        8.0%


YEAR 2000

        Throughout 1999, the Company has continued with its
organization-wide program of preparing its systems for Year 2000
compliance and developing detailed plans to address the possible
business exposures related to the Year 2000 issue.  A detailed
description of the Companys Year 2000 program is set forth in the
Companys 1998 Annual Report and Form 10-K.

        As of September 30, 1999, the Company had completed all phases
of its Year 2000 program for mission critical applications.  The
table below indicates the extent to which mission critical
applications were compliant (remediated, tested and implemented) at
September 30, 1999.

MISSION CRITICAL APPLICATION SUMMARY

                                    Percent of Applications Year 2000 Compliant

Category                                               9-30-99
                                                       -------
Mainframe applications                                   100%
Distributed applications                                 100%
PC applications                                          100%


        The Company has continued its review of Year 2000 issues with
its major business relationships, significant loan and deposit
customers, counterparties, intermediaries and vendors with whom it
has important financial and operational relationships to determine
the extent to which they are vulnerable to Year 2000 issues.  Based
on this review (and assuming the accuracy of the responses and
representations), as of September 30, 1999, the Company does not
expect any material adverse impact from third-party Year 2000 non-
compliance.  In addition, the Company has communicated with its
customer base and plans additional communications as necessary.

        The Company has incurred internal staff costs as well as
consulting, new hardware and software expenses, and other expenses
related to this program.  A portion of these costs are not
incremental costs to the Company, but rather represent the
redeployment of existing information technology and business unit
resources.  A summary of costs incurred on the project through
September 30, 1999 and estimated future costs is as follows:


In thousands                         Costs Incurred
                                       Through
                                      September   Estimated
                                       30, 1999  Future Costs   Total
                                      ----------  ----------  ----------
IT Personnel Resources                    $1,884        $396      $2,280
Business Unit Personnel Resources            336         119         455
External Contractors / Consultants           120          60         180
Replacement Software                         408          65         473
Replacement / Upgrade Hardware             1,034         139       1,173
Other Costs                                   83          68         151
                                      ----------  ----------  ----------
                                          $3,865        $847      $4,712
                                      ==========  ==========  ==========


        Project costs increased $171,000 during the third quarter of
1999.  Portions of the above costs relate to capital items that are
depreciated over useful lives.  Accordingly, project costs are not
representative of amounts being presently expensed.  For the three
months ended September 30, 1999, $192,000 of the Year 2000 project
costs were expensed, including $83,000 of depreciation.  For the
nine months ended September 30, 1999, $979,000 of the Year 2000
project costs were expensed, including $334,000 of depreciation.

        Although the Company does not presently anticipate a material
business interruption as a result of the Year 2000 issue, there are
many risks associated with the Year 2000 issue, including the
possibility of a failure of the Companys computer and non-
information technology systems. The Companys progress with respect
to internal systems shown on the previous page has significantly
mitigated these risks.  The greatest risks at this point are
failures of third parties to remediate their own Year 2000 issues.
 The failure of third parties with which the Company has financial
or operational relationships such as securities exchanges, clearing
organizations, depositories, regulatory agencies, banks, clients,
counterparties, vendors and utilities, to remediate their computer
and non-information technology systems issues in a timely manner
could result in a material financial risk to the Company.  If the
above mentioned risks are not remedied, the Company may experience
business interruption, financial loss, regulatory actions, damage
to its  franchise and legal liability.  While it is difficult to
predict with reasonable accuracy what failures may occur, the
Company believes that the continuance of sufficient planning,
communication, coordination and testing will mitigate potential
material disruption.  The Company has business continuity plans in
place that cover its current operations, and Year 2000 specific
contingency planning has been completed.

        The above disclosure is designated as a Year 2000 Readiness
Disclosure as that term is used in the Year 2000 Information and
Readiness Disclosure Act.





ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Companys September 30, 1999 analysis of the impact of
changes in interest rates on net interest income over the next 12
months indicates a stable exposure level to changing interest rates
since June 30, 1999.  The table below illustrates the simulation
analysis of the impact of a 50 or 100 basis point upward or
downward movement in interest rates.  The impact of the rate
movement was simulated as if rates changed immediately from
September 30, 1999 levels, and remained constant at those levels
thereafter.

<TABLE>
<CAPTION>
                                                             Movement in interest
                                                      rates from September 30,  1999 rates
                                                  -----------------------------------------------
                                                       Increase               Decrease
                                                    +50bp       +100bp      -50bp       -100bp
                                                  ----------  ----------  ----------  ----------
<S>                                              <C>         <C>         <C>         <C>
Net interest income increase (decrease) (in 1000'      ($848)    ($1,483)      ($347)       $205
Net income per share increase (decrease)              ($0.05)     ($0.09)     ($0.02)      $0.01

</TABLE>


Forward Looking Statements

        The statements contained in this filing that are not purely
historical are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934.  The use of words such as "believes",
"estimates", "plans", "expects" and similar expressions are intended
to identify forward-looking statements.  All forward-looking statements
included in this document are based on information available to the
Company on the date hereof, and the Company assumes no obligation to
update any such forward-looking statement.  It is important to note
that the Companys actual results could differ materially from those
in such forward-looking statements.  Factors that could cause actual
results to differ materially from those projected include, among
others, the effects of Year 2000 software failures; customer
concentration; cyclicality; fluctuation of interest rates; risk of
business interruption; adequacy of the allowance for loan losses;
valuation of other real estate; dependence on key personnel; and
government regulation.















ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

          10      Material Contracts
          10(a)   Employment Agreement between the Company and
                  John T. Rippy dated August 16, 1999.
          10(b)   Employment Agreement between the Company and
                  Steven A. Small dated August 15, 1999.
          27      Financial Data Schedule

(b)     Reports on Form 8-K

        There were no reports filed on Form 8-K during the third quarter.






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 8, 1999                 By:/s/  Steven Small
                                       Steven Small
                                       Treasurer

Date: November 8, 1999                 By:/s/ R.K. Guillaume
                                       R.K. Guillaume
                                       Chief Executive Officer


                             INDEX TO EXHIBITS

           10(a)   Employment Agreement between the Company and
                   John T. Rippy dated August 16, 1999.
           10(b)   Employment Agreement between the Company and
                   Steven A. Small dated August 15, 1998.
           27      Financial Data Schedule