# 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, 2001

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
incorporation or organization) |  | (I.R.S. Employer Identification No.)

|                                         |  |           
|---------------------------------------- |  | ----------
|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, 2001:  11,071,509 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.  Operating results for the periods ended September 30,
2001 are not necessarily indicative of the results that may be expected for the
year ended December 31, 2001.

ITEM 1. FINANCIAL STATEMENTS

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

Consolidated Balance Sheets - September 30, 2001 and December 31, 2000
     Consolidated Statements of Income - three and nine months ended September 30,
           2001 and 2000
     Consolidated Statements of Changes in Shareholders Equity - nine months
ended          September 30, 2001 and 2000
     Consolidated Statements of Comprehensive Income - three and nine months ended
          September 30, 2001 and 2000
     Consolidated Statements of Cash Flows - nine months ended September 30,
          2001 and 2000
     Notes to Consolidated Financial Statements

---

CONSOLIDATED BALANCE SHEETS


In Thousands, Except Share and Per Share Amounts

Unaudited


`September 30  December 31
                                                     ------------  ------------
                                                            2001      2000
                                                     ------------  ------------
ASSETS
Cash and due from banks                                  $38,862       $55,421
Federal funds sold                                        14,000            --
Securities purchased under agreements to resell           40,000            --
Securities available for sale, amortized cost
  of $441,311 (2001) and $625,230 (2000)                 449,433       630,312
Securities held to maturity, fair value of
  $2,585 (2001) and $2,555 (2000)                          2,525         2,525
Loans, net of unearned income                          1,137,913     1,058,269
Allowance for loan losses                                (10,326)       (9,979)
                                                     ------------  ------------
  Loans, net                                           1,127,587     1,048,290
Premises and equipment                                    22,704        21,153
Other assets                                              62,057        46,249
                                                     ------------  ------------
    TOTAL ASSETS                                      $1,757,168    $1,803,950
                                                     ============  ============

LIABILITIES
Deposits:
  Non-interest bearing                                  $152,355      $163,534
  Interest bearing                                       937,376       865,774
                                                     ------------  ------------
    Total deposits                                     1,089,731     1,029,308

Securities sold under agreements to repurchase           244,572       274,040
Federal funds purchased                                   45,895        47,935
Gift certificates outstanding                             65,394       164,908
Advances from the Federal Home Loan Bank                  73,357        61,954
Litigation settlement reserve                             31,672        30,000
Accrued expenses and other liabilities                    15,090        17,436
                                                     ------------  ------------
    TOTAL LIABILITIES                                  1,565,711     1,625,581

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;
  issued and outstanding - 11,066,504 shares
  (2001); 11,006,600 shares (2000)                        30,689        30,523
Additional paid-in capital                               140,641       140,077
Retained earnings                                         14,572         4,552
Accumulated other comprehensive income                     5,555         3,217
                                                     ------------  ------------
    TOTAL SHAREHOLDERS' EQUITY                           191,457       178,369
                                                     ------------  ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY        $1,757,168    $1,803,950
                                                     ============  ============

See notes to unaudited consolidated financial statements.`

---

CONSOLIDATED STATEMENTS OF INCOME


In Thousands, Except Per Share Amounts

Unaudited


`Three months        Nine months
                                            ended September 30   ended September 30
                                            -------------------  -------------------
INTEREST INCOME:                                2001    2000       2001      2000
                                            ---------  --------  ---------  --------
Interest and fees on loans                   $22,982   $24,834    $70,532   $73,136
Interest and dividends on:
  Taxable securities                           5,195     6,155     19,454    19,426
  Tax-exempt securities                          746       799      2,374     2,299
Interest on federal funds sold                   182        48        489       146
Interest on securities purchased under
  agreements to resell                           544       279      1,709     1,087
                                            ---------  --------  ---------  --------
    Total interest income                     29,649    32,115     94,558    96,094
                                            ---------  --------  ---------  --------

INTEREST EXPENSE:
Interest on deposits                           9,537    10,393     31,035    29,062
Interest on federal funds purchased
  and securities sold under agreements
  to repurchase                                2,753     3,954     11,054    12,805
Interest on Federal Home Loan Bank advances    1,064       959      2,994     2,948
                                            ---------  --------  ---------  --------
    Total interest expense                    13,354    15,306     45,083    44,815
                                            ---------  --------  ---------  --------
Net interest income before provision
  for loan losses                             16,295    16,809     49,475    51,279
Provision for loan losses                        720     1,045      1,701     2,135
                                            ---------  --------  ---------  --------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                             15,575    15,764     47,774    49,144
                                            ---------  --------  ---------  --------

NON-INTEREST INCOME:
Trust fees                                       876       784      2,571     2,354
Service charges on deposit accounts            2,230     1,550      5,792     4,748
Gift certificate fees                            866       601      2,608     1,780
Securities gains (losses)                         --        --      1,502        (1)
Other                                          1,281     2,293      3,672     4,956
                                            ---------  --------  ---------  --------
    Total non-interest income                  5,253     5,228     16,145    13,837
                                            ---------  --------  ---------  --------

OTHER OPERATING EXPENSES:
Salaries and employee benefits                 8,079     7,166     23,416    21,173
Occupancy expense                                885       829      2,570     2,463
Furniture and equipment expenses               1,192     1,160      3,537     3,429
Provision for litigation settlement reserve      600        --      1,800        --
Other                                          2,972     2,843      9,120     8,321
                                            ---------  --------  ---------  --------
    Total other operating expenses            13,728    11,998     40,443    35,386
                                            ---------  --------  ---------  --------
Income before income taxes                     7,100     8,994     23,476    27,595
Income tax expense                             1,458     2,663      5,512     8,087
                                            ---------  --------  ---------  --------
NET INCOME                                    $5,642    $6,331    $17,964   $19,508
                                            =========  ========  =========  ========

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                       11,051    11,005     11,025    10,998
  Diluted                                     11,212    11,142     11,171    11,134

NET INCOME PER COMMON SHARE
  Basic                                        $0.51     $0.57      $1.63     $1.78
  Diluted                                       0.50      0.57       1.61      1.75

See notes to unaudited consolidated financial statements.`

---

CONSOLIDATED  STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY


In Thousands, Except Per Share Amounts

Unaudited


`Nine months
                                                                 ended September 30
                                                                 -------------------
                                                                   2001      2000
                                                                 ---------  --------
Balance, January 1                                               $178,369   $178,548
Net income                                                         17,964    19,508
Other comprehensive income, net of tax                              2,338     1,733
Cash dividends - $.72 (2001) and $.669 (2000)                      (7,944)   (7,382)
Stock options exercised, including related tax benefits               730       532
                                                                 ---------  --------
Balance, September 30                                            $191,457   $192,939
                                                                 =========  ========

See notes to unaudited consolidated financial statements.`

---

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


In Thousands

Unaudited


`Three months        Nine months
                                            ended September 30  ended September 30
                                            -------------------  -------------------
                                              2001      2000       2001      2000
                                            ---------  --------  ---------  --------

Net Income                                    $5,642    $6,331    $17,964   $19,508

Other comprehensive income, net of tax:
  Unrealized gains on securities available
   for sale:
    Unrealized holding gains arising
      during the period                          556     1,739      2,952     1,818
    Less reclassification adjustment for
      (gains) losses included in net income       --        --       (976)        1
                                            ---------  --------  ---------  --------
                                                 556     1,739      1,976     1,819
  Cash flow hedging activity:
    Transition adjustment reflecting the
      cumulative effect of a change in
      accounting principle
      January 1, 2001, net of tax                 --        --        439        --

    Increase in fair value during the
      period, net of tax                          --        --        123        --

    Reclassification of gain related to
      terminated interest rate
      swap, net of tax                           (88)       --       (266)       --
                                            ---------  --------  ---------  --------
    Net impact of cash flow hedges               (88)       --        296        --

  Pension liability adjustment                    --        --         66       (86)
                                            ---------  --------  ---------  --------
Other comprehensive income                       468     1,739      2,338     1,733
                                            ---------  --------  ---------  --------
COMPREHENSIVE INCOME                          $6,110    $8,070    $20,302   $21,241
                                            =========  ========  =========  ========

See notes to unaudited consolidated financial statements.`

---

CONSOLIDATED STATEMENTS OF CASH FLOWS


In Thousands

Unaudited


`Nine months
                                                               ended September 30
                                                            -------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                          2001          2000
                                                            ------------  -----------
Net income                                                      $17,964      $19,508
 Adjustments to reconcile net income to net cash provided
       by operating activities:
    Depreciation, amortization and accretion, net                  (632)         226
    Provision for loan losses                                     1,701        2,135
    Provision for litigation settlement reserve                   1,800           --
    Federal Home Loan Bank stock dividend                        (1,042)        (989)
    (Gain) loss on sales of securities                           (1,502)           1
    Gains on sales of real estate                                  (155)        (592)
    Deferred taxes                                                  263          158
    Tax benefit from stock option exercises                          49           46
    Decrease (increase) in interest receivable                    1,812         (311)
    Decrease (increase) in other assets                           1,153         (254)
    Decrease in accrued expenses and other liabilities           (3,439)        (179)
                                                            ------------  -----------
Net cash provided by operating activities                        17,972       19,749
                                                            ------------  -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                 (1,645,666)  (1,385,082)
  Proceeds from maturities of securities available for sale   1,804,796    1,549,899
  Proceeds from sales of securities available for sale           30,404       16,065
  Purchases of securities held to maturity                           --       (2,023)
  Proceeds from maturities of securities held to maturity            --        2,300
  Increase in loans                                             (81,116)      (3,411)
  Purchase of bank-owned life insurance                         (20,000)          --
  Proceeds from sales of real estate                              1,480        2,023
  Purchases of premises and equipment                            (4,026)      (2,573)
  Proceeds from sales of premises and equipment                      56          754
                                                            ------------  -----------
Net cash provided by investing activities                        85,928      177,952
                                                            ------------  -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                       60,423        5,221
  Net decrease in securities sold under agreements
    to repurchase                                               (29,468)    (138,164)
  Net increase (decrease) in federal funds purchased             (2,040)       7,610
  Advances from the Federal Home Loan Bank                       23,000           --
  Repayment of advances from the Federal Home Loan Bank         (11,597)      (4,692)
  Decrease in gift certificates outstanding                     (99,514)     (70,012)
  Stock options exercised                                           681          440
  Dividends paid                                                 (7,944)      (7,382)
                                                            ------------  -----------
Net cash used in financing activities                           (66,459)    (206,979)
                                                            ------------  -----------
Net increase (decrease) in cash and cash equivalents             37,441       (9,278)
Cash and cash equivalents at January 1                           55,421       41,478
                                                            ------------  -----------
Cash and cash equivalents at September 30                       $92,862      $32,200
                                                            ============  ===========

See notes to unaudited consolidated financial statements.`

---

## NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.        
The accounting and reporting policies of MidAmerica Bancorp and its subsidiaries (the
Company) conform with accounting principles generally accepted in the United States
of America and general practices within the banking industry.  The accompanying
unaudited consolidated financial statements have been prepared in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all
information and footnotes required by accounting principles generally accepted in the
United States of America for complete financial statements.  For more information,
refer to the Summary of Significant Accounting Policies footnote which appears in the
Company's 2000 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.

2.        
In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 133 "Accounting for Derivative
Instruments and Hedging Activities" (Statement 133).  In June 1999 and June 2000, the
FASB issued SFAS No. 137 "Accounting for Derivative Instruments and Hedging
Activities - Deferral of the Effective Date of FASB Statement No. 133, an
Amendment of FASB Statement No. 133", and SFAS No. 138 "Accounting for
Derivative Instruments and Hedging Activities, an Amendment of FASB Statement
No. 133", respectively.  Statement 133, as amended, establishes accounting and
reporting standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities.  Statement 133, as amended,
requires an entity to recognize all derivatives as either assets or liabilities in the
balance sheet and measure those instruments at fair value.   If certain conditions are
met, a derivative may be specifically designated as a hedge.  The accounting for changes
in the fair value of a derivative (i.e., gains and losses) depends on the intended use of the
derivative and the resulting designation.  Under Statement 133, as amended, an entity
that elects to apply hedge accounting is required to establish, at the inception of the
hedge, the method it will use for assessing the effectiveness of the hedging derivative
and the measurement approach for determining the ineffective aspect of the hedge.
Those methods must be consistent with the entity's approach to managing risk.

The Company utilizes derivative instruments and hedging activities to assist in the
management of interest rate sensitivity and to modify the repricing, maturity and option
characteristics of certain assets and liabilities.  The following is a summary of the
Company's accounting policies for derivative instruments and hedging activities under
Statement 133, as amended.

Interest rate swap agreements designated as cash flow hedges are accounted for at fair
value.  The effective portion of the change in the cash flow hedge's gain or loss is
initially reported as a component of other comprehensive income and subsequently
reclassified into earnings when the underlying transaction affects earnings.  The
ineffective portion of the change in the cash flow hedge's gain or loss is recorded in
earnings on each quarterly measurement date.  The cash flow hedges are accounted for
on an accrual basis with the net interest differential being recognized as an adjustment
to interest income or interest expense of the related asset or liability.

## NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

On January 1, 2001, the Company implemented Statement 133, as amended.  At that
date, the Company had two interest rate swap agreements which were designated as
cash flow hedges.  The implementation of Statement 133, as amended, resulted in the
recognition of derivative instruments as assets totaling $676,000, an increase in deferred
tax liabilities of $237,000 and an increase in other comprehensive income of $439,000.

During the first quarter of 2001, a cash flow hedge with a notional amount of $50
million was terminated at a gain of $865,000.  The gain is being recognized over the
remaining term of the agreement.  During the three and nine months ended September 30,
2001, gains net of tax of $88,000 and $266,000, respectively, were recognized in
earnings (interest income) related to the termination of this instrument.  The second
instrument matured on February 27, 2001.  At September 30, 2001, the Company had
no derivative instruments.

3.        
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.  Appropriate share and per share information in the consolidated
financial statements has been adjusted for the 3% stock dividend declared in November 2000.

In thousands, except per share amounts


`Three months            Nine months
                                          ended September 30     ended September 30
                                          --------------------   -------------------
                                            2001       2000        2001      2000
                                          ---------  ---------   ---------  --------
Net income, basic and diluted               $5,642     $6,331     $17,964   $19,508
                                          =========  =========   =========  ========

Average shares outstanding                  11,051     11,005      11,025    10,998
Effect of dilutive securities                  161        137         146       136
                                          ---------  ---------   ---------  --------
Average shares outstanding including
   dilutive securities                      11,212     11,142      11,171    11,134
                                          =========  =========   =========  ========

Net income per share, basic                  $0.51      $0.57       $1.63     $1.78
                                          =========  =========   =========  ========

Net income per share, diluted                $0.50      $0.57       $1.61     $1.75
                                          =========  =========   =========  ========`

4.        
    The amortized cost and fair value of securities available for sale are summarized as follows:

In thousands


`September 30, 2001     December 31, 2000
                                          --------------------   -------------------
                                          Amortized    Fair      Amortized   Fair
                                            Cost      Value        Cost      Value
                                          ---------  ---------   ---------  --------
U.S. Treasury and U.S. government
  agencies                                $153,820   $155,065    $336,133   $337,114
Collateralized mortgage obligations        160,484    163,651     184,126    185,449
States and political subdivisions           60,118     63,745      62,663     65,359
Corporate obligations                       43,648     43,731      20,310     20,392
Federal Reserve and Federal Home
  Loan Bank Stock                           23,241     23,241      21,998     21,998
                                          ---------  ---------   ---------  --------
                                          $441,311   $449,433    $625,230   $630,312
                                          =========  =========   =========  ========`

## NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

The amortized cost and fair value of securities held to maturity are summarized as follows:

In thousands


`September 30, 2001     December 31, 2000
                                          --------------------   -------------------
                                          Amortized    Fair      Amortized   Fair
                                            Cost      Value        Cost      Value
                                          ---------  ---------   ---------  --------
U.S. Treasury and U.S. government
  agencies                                  $2,525     $2,585      $2,525    $2,555
                                          =========  =========   =========  ========`

5.        
Activity in the allowance for loan losses for the nine months ended September 30, 2001 and 2000
follows:

In thousands


`Nine months
                                          ended September 30
                                          --------------------
                                            2001       2000
                                          ---------  ---------
    Balance, January 1                      $9,979     $9,854

    Loans charged-off                       (1,785)    (2,261)
    Recoveries                                 431        219
                                          ---------  ---------
    Net loans charged-off                   (1,354)    (2,042)

    Provision for loan losses                1,701      2,135
                                          ---------  ---------
    Balance, September 30                  $10,326     $9,947
                                          =========  =========`

6.        
    Significant components of other non-interest income and operating expenses are set forth below:

In thousands


`Three months            Nine months
                                          ended September 30     ended September 30
                                          --------------------   -------------------
                                            2001       2000        2001      2000
                                          ---------  ---------   ---------  --------

Other non-interest income:
 Gains on sales of real estate                  $1       $150        $155      $592
 Gains on dispositions of lease residuals       74      1,050         118     1,092
 Other                                       1,206      1,093       3,399     3,272
                                          ---------  ---------   ---------  --------
                                            $1,281     $2,293      $3,672    $4,956
                                          =========  =========   =========  ========`

In thousands


`Three months           Nine months
                                           ended September 30     ended September 30
                                          --------------------   -------------------
                                              2001     2000        2001      2000
                                          ---------  ---------   ---------  --------

Other operating expenses:
 Advertising and marketing                    $324       $254      $1,144      $794
 Operating supplies                            340        346       1,055       984
 Legal and professional fees                   382        422       1,099     1,125
 Taxes, other than income taxes                482        422       1,391     1,259
 Other                                       1,444      1,399       4,431     4,159
                                          ---------  ---------   ---------  --------
                                            $2,972     $2,843      $9,120    $8,321
                                          =========  =========   =========  ========`

## NOTES TO
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

7.        
Cash Flows -
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash on
hand, amounts due from banks, federal funds sold and securities purchased under agreements to resell.
Certain activities of the Company, such as the acquisition of property in exchange for  release of
indebtedness, do not result in cash receipts or payments and, therefore, are not presented in the
consolidated statements of cash flows.

During the nine months ended September 30, 2001 and 2000, cash paid for income taxes amounted to
$4.4 million and $7.9 million, respectively, and cash paid for interest was $48 million and
$44 million, respectively.

8.        
Selected financial information by business segment for September 2001 and 2000 follows:

In thousands


`Three months            Nine months
                                          ended September 30     ended September 30
                                          --------------------   -------------------
                                            2001       2000        2001      2000
                                          ---------  ---------   ---------  --------
Net interest income
   Banking                                 $15,463    $15,696     $45,998   $47,627
   Gift certificate subsidiary                 795      1,005       3,315     3,242
   Other                                        37        108         162       410
                                          ---------  ---------   ---------  --------
      Total                                $16,295    $16,809     $49,475   $51,279
                                          =========  =========   =========  ========

Non-interest income
   Banking                                  $4,547     $4,826     $13,429   $12,270
   Gift certificate subsidiary                 707        306       2,658     1,453
   Other (a)                                 2,135      1,702       6,031     5,435
   Eliminations (a)                         (2,136)    (1,606)     (5,973)   (5,321)
                                          ---------  ---------   ---------  --------
      Total                                 $5,253     $5,228     $16,145   $13,837
                                          =========  =========   =========  ========

Net Income
   Banking                                  $4,902     $5,775     $14,935   $17,271
   Gift certificate subsidiary                 621        448       2,792     1,918
   Other                                       119        108         237       319
                                          ---------  ---------   ---------  --------
      Total                                 $5,642     $6,331     $17,964   $19,508
                                          =========  =========   =========  ========

Assets as of September 30                                     2001          2000
                                                          ------------  ------------
   Banking                                                 $1,694,680    $1,500,585
   Gift certificate subsidiary                                 79,255        63,567
   Other                                                        7,739        11,535
   Eliminations                                               (24,506)      (15,628)
                                                          ------------  ------------
      Total                                                $1,757,168    $1,560,059
                                                          ============  ============`

(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.

---

# 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, 2001,  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, 2001 as compared to December 31,  2000.  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, 2001 was $5.642  million or $0.50 per share on a diluted  basis  compared
to $6.331  million  or $0.57 per share on a diluted  basis for the three  months  ended  September  30,  2000.  Net income for the nine
months ended  September  30, 2001 was $17.964  million or $1.61 per share on a diluted basis  compared to $19.508  million or $1.75 per
share on a diluted basis for the nine months ended September 30, 2000.

On a diluted per share basis,  net income for the three months ended  September  30,  2001,  decreased  12.3%  compared to the
three months ended  September 30, 2000.  For the nine months ended  September 30, 2001,  diluted net income per share  decreased  8.0%,
compared to the first nine months of 2000.

Excluding  unusual  gains and expenses in each period,  discussed  below,  net income in the third  quarter of 2001  increased
10.6%  compared to the third quarter of 2000 and net income for the nine months ended  September 30, 2001,  decreased  1.5% compared to
the first nine months of 2000.

Net income for the three and nine month periods ended  September 30, 2001,  and 2000 includes  unusual gains and expenses.  In
2001,  MidAmerica  recognized  gains on sales of real estate of $1,000 for the third  quarter and $155,000 for the  nine-month  period.
Also,  security gains of $1.502 million were recognized for the nine-month period.  Litigation  settlement reserve expenses  associated
with the previously  reported  Kentucky Central lawsuit were $600,000 in the third quarter and $1.8 million for the nine-month  period.
In 2000,  MidAmerica  recognized  gains on sales of real  estate of $150,000  for the third  quarter  and  $592,000  for the nine month
period.  Also, in the third quarter of 2000,  there was a gain from the sale of leased  equipment in excess of residual value of $1.050
million and a gain on the sale of the life insurance subsidiarys insurance base of $153,000.

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, 2001
and 2000.

Dollars in thousands


`Three Months Ended           Nine Months Ended
                                 September 30                 September 30
                          ---------------------------  --------------------------
                                  2001          2000          2001          2000
                          ------------- -------------  ------------  ------------
Total interest income          $29,649       $32,115       $94,558       $96,094
Tax equivalent adjustment          408           436         1,288         1,264
                          ------------- -------------  ------------  ------------
Tax equivalent
 interest income                30,057        32,551        95,846        97,358
Total interest expense          13,354        15,306        45,083        44,815
                          ------------- -------------  ------------  ------------
Tax equivalent net
 net interest income           $16,703       $17,245       $50,763       $52,543
                          ============= =============  ============  ============
Average rate on
 earning assets                  7.10%         8.62%         7.59%         8.43%
Average rate on interest
 bearing liabilities             3.94%         5.17%         4.50%         4.93%
Net interest spread,
 annualized                      3.16%         3.45%         3.09%         3.50%
Net interest margin,
 annualized                      3.94%         4.56%         4.02%         4.55%

Average earning assets      $1,687,700    $1,497,889    $1,696,229    $1,536,073
Average interest bearing
 liabilities                $1,345,593    $1,176,883    $1,339,361    $1,215,311`

Net interest income on a tax equivalent basis decreased $542,000, or 3.1%, for the quarter and $1.780 million, or 3.4%, for
the nine-month period.  The declines in net interest income for the quarter and nine-month period are primarily attributable to the
rapid decline in interest rates in 2001.  From the beginning of 2001 through September 30, 2001, the Federal Reserve has reduced the
federal funds interest rate eight times by a total of 350 basis points (3.50%).  The net interest margin for the third quarter of
2001, compared to the same period in 2000, declined 62 basis points, to 3.94%, and for the nine-month period ended September 30,
2001,  compared to the same period in 2000, declined 53 basis points, to 4.02%. Partially offsetting the negative impact of declining
interest rates were the benefits associated with increases in average earning assets of $190 million, or 12.7%, for the quarter and
$160 million, or 10.4%, for the nine-month period. Considering the October 2, 2001, interest rate reduction, expected loan growth
and  seasonal increases in gift certificates outstanding, net interest income in the fourth quarter of 2001 is expected to increase
1% to 2% over the third quarter of 2001 level of net interest income.

ALLOWANCE FOR LOAN LOSSES AND PROVISION FOR LOAN LOSSES

The allowance for loan losses is maintained at a level adequate to absorb estimated probable credit losses in the loan
portfolio, considering nonperforming loans and overall economic conditions.  In evaluating the allowance for loan losses management
considers its 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.  Based on this process, the allowance for loan losses was considered adequate at September 30,
2001.

The allowance for loan losses was $10.326 million, or 0.91% of loans, as of September 30, 2001, compared to $9.979 million,
or 0.94% of loans, at December 31, 2000.  The allowance for loan losses was 152% of non-performing  loans at September 30, 2001,
compared to 98% at December 31, 2000. Net loans charged off were $599,000  in the third quarter of 2001 and $1.354 million for the
nine months ended September 30, 2001,  compared to $1.033 million in the third quarter of 2000 and $2.042 million for the nine months
ended September 30, 2000. Net loans charged off related to indirect automobile lending activities were $301,000 for the third quarter
of 2001 and $827,000 for the nine-month period ended September 30, 2001, compared to $361,000 in the third quarter of 2000 and $1.294
million for the nine-month period ended September 30, 2000.  The third quarter provision  for loan losses in 2001 was $720,000,
compared to $1.045 million in 2000.  For the nine months ended September 30, 2001, the provision for loan losses was $1.701 million,
compared to $2.135 million for the same period in 2000. See Nonperforming 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
                                                    ------------------------
                                                       2001            2000
                                                     --------       --------
Balance at January 1                                   $9,979         $9,854

Loans charged off                                      (1,785)        (2,261)
Recoveries                                                431            219
                                                     --------       --------
  Net loans charged off                                (1,354)        (2,042)
Provision for loan losses                               1,701          2,135
                                                     --------       --------
Balance September 30                                  $10,326         $9,947
                                                     ========       ========

Average loans, net of unearned income              $1,103,334     $1,057,590
Provision for loan losses to average loans              0.15%          0.20%
Allowance for loan losses to average loans              0.94%          0.94%
Allowance for loan losses to period-end loans           0.91%          0.93%`

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, 2001 and 2000:

In thousands


`Three Months Ended    Nine Months Ended
                                        September 30          September 30
                                        --------------------  -------------------
                                            2001       2000      2001       2000
                                        ---------  ---------  --------  ---------
Non-Interest Income:
  Income from trust department              $876       $784    $2,571     $2,354
  Service charges on deposit accounts      2,230      1,550     5,792      4,748
  Gift certificate fees                      866        601     2,608      1,780
  Security gains (losses)                     --         --     1,502         (1)
  Gains on sales of real estate                1        150       155        592
  Gains on dispositions of
    lease residuals                           74      1,050       118      1,092
  Other                                    1,206      1,093     3,399      3,272
                                        ---------  ---------  --------  ---------
Total non-interest income                 $5,253     $5,228   $16,145    $13,837
                                        =========  =========  ========  =========
Other Operating Expenses:
  Salaries and employee benefits          $8,079     $7,166   $23,416    $21,173
  Occupancy expenses                         885        829     2,570      2,463
  Furniture and equipment expenses         1,192      1,160     3,537      3,429
  Provision for litigation
    settlement reserve                       600         --     1,800         --
  Advertising and marketing                  324        254     1,144        794
  Operating supplies                         340        346     1,055        984
  Legal and professional fees                382        422     1,099      1,125
  Taxes-Bank, property and other             482        422     1,391      1,259
  Other                                    1,444      1,399     4,431      4,159
                                        ---------  ---------  --------  ---------
Total other operating expenses           $13,728    $11,998   $40,443    $35,386
                                        =========  =========  ========  =========`

Excluding the unusual gains previously  discussed,  non-interest income in the third quarter of 2001 increased $1.377 million,
or 35.5%,  over the third  quarter of 2000 and  non-interest  income for the nine months ended  September  30, 2001,  increased  $2.445
million,  or 20.3%,  over 2000. Trust Department  income increased  $92,000,  or 11.7%, for the quarter and $217,000,  or 9.2%, for the
nine-month  period as a result of additional assets under management.  Deposit service charges  increased  $680,000,  or 43.9%, for the
quarter  and  increased  $1.044  million,  or 22.0%,  for the  nine-month  period,  primarily  as a result of a new  overdraft  program
implemented in the second quarter of 2001.  Gift  certificate  income  increased  $265,000 in the third quarter and increased  $827,000
for the nine- month  period,  primarily a result of service  charges from an increased  level of  unredeemed  items.  Income from a new
bank-owned  life  insurance  program  initiated  during the second  quarter of 2001 was  $282,000  for the quarter and $413,000 for the
nine-month  period.  Fees from  retail  investment  products,  introduced  in December  2000,  were  $77,000 for the third  quarter and
$280,000 for the  nine-month  period in 2001.  Operating  losses on low-income  housing joint ventures  included in other  non-interest
income, which are offset by related tax credits, increased $162,000 for the quarter and $390,000 for the nine-month period .

Other operating expenses, excluding the previously discussed litigation expenses, increased $1.130 million, or 9.4%, for the
quarter and $3.257 million, or 9.2%, for the nine-month period.  The primary factors causing these expense increases were salary and
benefits, which increased $912,000 or 12.7%, for the quarter and $2.243 million, or 10.6%, for the nine-month period.  These
increases are attributed to the impact of normal salary increases, effective near the beginning of the second quarter, which averaged
4.4%, higher staffing levels and increased costs of pension and health benefits.  Staffing levels averaged  612 full-time employees
in 2001, compared with 575 in 2000.  Staffing levels have increased with the introduction of new services, new distribution methods
and new branch locations.  Occupancy expenses increased 6.8% for the quarter and 4.4% for the nine-month period with increased
expenses for a replacement branch location, the new Southern Indiana branch and main office remodeling.  Equipment expenses, impacted
by Internet banking and check imaging, increased approximately 2.7% for the quarter and 3.1% for the nine-month period.  Advertising
and marketing expenses increased $71,000 for the quarter and $350,000 for the nine-month period, with the increased utilization of
media advertising in 2001 and the expenses associated with signing a sports celebrity spokesperson for future advertising.  Other
operating expenses were also impacted by individually insignificant increases in general business expense categories, such as
supplies, telephone, postage, dues, travel and entertainment and the like.

INCOME TAXES

The Company had income tax expense of $1.458  million for the third  quarter of 2001  compared to $2.663  million for the same
period in 2000,  which yielded  effective tax rates of 20.5% for 2001 and 29.6% for 2000.  The  year-to-date  tax expense and effective
tax rates were $5.512  million and 23.5% for 2001 and $8.087  million and 29.3% for 2000,  respectively.  The effective rate decline in
2001, is primarily attributed to an increased level of low-income housing,  rehabilitation,  and school board bond tax credits, and the
new bank-owned life insurance program.

FINANCIAL CONDITION

Average  assets  were $1.798  billion for the third  quarter of 2001,  an  increase of $178  million or 11%  compared to the
fourth  quarter of 2000.  Actual total assets  decreased  approximately  $47 million from December 31, 2000 to September 30, 2001.  The
decline in actual assets from December 31, 2000 is not unusual  considering  the  seasonally  high gift  certificates  outstanding  and
securities  sold under  agreements to repurchase at year-end.  Included in the increase in average assets between the fourth quarter of
2000 and the third quarter of 2001, are increases in average loans of $81 million,  increases in average  securities of $14 million and
an increase in federal  funds sold and  securities  purchased  under  agreements  to resell of $54 million.  The average  earning asset
growth was funded by a $81 million  increase  in average  deposit  balances,  a $67 million  increase  in average  customer  repurchase
agreements  and federal funds  purchased  and a $13 million  increase in average  advances from the Federal Home Loan Bank.  During the
three and nine-month  periods ended September 30, 2001,  average earning assets increased  approximately  $190 million and $160 million
respectively, compared to prior year periods.

NONPERFORMING LOANS AND ASSETS

A summary of non-performing loans and assets follows:

Dollars in thousands


`September 30  December 31
                                       --------------------------
                                              2001          2000
                                       ------------  ------------
Loans accounted for on a
  non-accrual basis                         $3,715        $2,149
Restructured loans                             776           772
Loans contractually past
   due ninety days or more
   as to interest or principal
   payments                                  2,300         7,313
                                       ------------  ------------
Total non-performing loans                   6,791        10,234
Other real estate held for sale              6,946         8,017
                                       ------------  ------------
Total non-performing assets                $13,737       $18,251
                                       ============  ============

Non-performing loans
   to total loans                            0.60%         0.97%
Non-performing assets
   to total assets                           0.78%         1.01%
Allowance for loan losses
   to non-performing loans                    152%           98%`

Loans  classified  as  impaired at  September  30, 2001  aggregated  $6.06  million  and  included  $1.85  million of indirect
automobile  loans past due 45 days or more and non-accrual and  restructured  loans.  At December 31, 2000,  impaired loans  aggregated
$5.34 million and included $2.42 million of indirect automobile loans past due 45 days or more.

As of September  30, 2001 and  December 31, 2000,  the Company had $13.8  million and $16.5  million,  respectively,  of loans
which were not included in the past due,  non-accrual  or  restructured  categories,  but for which known  information  about  possible
credit  problems caused  management to have doubts as to the ability of the borrowers to comply with the present loan repayment  terms.
Based on managements evaluation,  including current market conditions,  cash flow generated and appraisals,  no significant losses are
anticipated  in  connection  with these  loans.  These loans are subject to  continuing  management  attention  and are  considered  in
determining the level of the allowance for loan losses.

The Company  considers the level of  nonperforming  loans in its  evaluation of the adequacy of the allowance for loan losses.
See Allowance for Loan Losses and Provision for Loan Losses

Other real estate held for sale  aggregated  $6.9 million at September 30, 2001 and was  principally  comprised of a completed
condominium  project acquired in settlement of loans in November 1997. The condominium  project,  which had 35 unsold units at the time
of acquisition,  now involves 20 completed and readily  marketable units and 7.5 acres of adjacent developed land. Five units were sold
during 2001.  This  riverfront  development  had a carrying  value of $5.2 million on September 30, 2001.  Ten units are under contract
for sale as of September 30, 2001.

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.
The Bank paid $4.0 million of dividends to the Company during the nine months ended September 30, 2001.

CAPITAL RESOURCES

At September 30, 2001,  shareholders'  equity  totaled $191.5  million,  an increase of $13.1 million since December 31, 2000.
Net income of $17.9  million after cash  dividends of $7.9 million  provided  $10.0 million of the increase.  Proceeds and tax benefits
from stock  options  exercised  added  $730,000  to  shareholders  equity in 2001.  Changes in other  comprehensive  income  increased
shareholders equity $2.338 million for the nine months ended September 30, 2001.

The Company's capital ratios exceed minimum and well capitalized regulatory requirements and are as follows:

`Company     Company                    Well
                                September 30 December 31    Minimum   Capitalized
                                     2001        2000       Required     Minimum
                                 -----------  ----------  ----------- -----------
Leverage Ratio                        10.6%       10.8%        4.00%       5.00%
Tier I risk based capital ratio       13.5%       13.8%        4.00%       6.00%
Total risk based capital ratio        14.3%       14.6%        8.00%      10.00%`

## ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The table below  illustrates the results of a simulation  analysis of the impact of a 50 or 100 basis point upward or downward
movement in interest  rates on net interest  income over the next twelve  months.  The impact of the rate  movement was simulated as if
rates changed  immediately from September 30, 2001 levels,  and remained constant at those levels  thereafter.  Management  continually
evaluates  this data and could  make  adjustments  to the assets and  liability  structure  and/or  pricing  policies  in the future to
minimize the actual impact of rate changes.

`Movement in interest rates from
                                                September 30, 2001 rates
                                   -------------------------------------------------

                                           Increase                  Decrease
                                        +50bp      +100bp         -50bp      -100bp
                                   -----------  ----------    ----------  ----------
Net interest income
 decrease (in 1000's)                  $3,258      $4,317          $679       ($712)

Net income per
 share decrease                         $0.19       $0.25         $0.04      ($0.04)`

FORWARD LOOKING STATEMENTS

The statements  contained in this report 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  is 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
MidAmerica  Bancorp  assumes no  obligation  to update any such  forward-looking  statements.  It is important to note that  MidAmerica
Bancorps  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,  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.

# PART II. OTHER INFORMATION

## ITEM 1. LEGAL PROCEEDINGS

As previously reported, in November 2000, partial summary judgment was rendered
against the Bank in a seven year old lawsuit resulting from the collapse of
Kentucky Central Insurance Company that involved certain real estate loans.
Kentucky Central Life Ins. Co. in Liquidation, George Nichols, III Liquidator v
Mid-America Bank of Louisville and Trust Company, No. 93-CI01967-AP 011 Franklin
(KY) Circuit Court. The parties have agreed to attempt to reach a settlement
through mediation that is scheduled for November 2001. There were no other
significant developments in the litigation during the third quarter of 2001.

The Company is also a party to other routine legal proceedings which management
believes will not have a material adverse effect on the Companys financial
condition or results on operations.

## ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

        None

(b)     Reports on Form 8-K

        There were no reports filed on Form 8-K during the third quarter of 2001.

# 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 2, 2001 | By:/s/ Steven Small    
|                        | Steven Small           
|                        | Treasurer              
|                        |                        
|Date:  November 2, 2001 | By:/s/ Rick Guillaume  
|                        | R.K. Guillaume         
|                        | Chief Executive Officer