<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington D.C. 20549
                                      FORM 10-Q


    For the quarter ended June 30, 1997     Commission file number 01-12292


                                   UPBANCORP, INC.
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)


DELAWARE                                           36-3207297
-------------------------------                    -------------------
(State or other jurisdiction of                    (I.R.S. Employer
incorporation or organization)                     Identification No.)


4753 N. BROADWAY, CHICAGO, ILLINOIS  60640            (773) 878-2000
------------------------------------------            -----------------------
(Address of principal executive offices)(zip code)    (Registrant's telephone
                                                      number including area 
                                                      code)


Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing for the past 90 days.  Yes  /X/    No

Indicate the number of shares outstanding of each of the issuer's classes of 
common stock as of the latest practicable date: Two hundred twenty thousand 
seven hundred (220,700) common shares were outstanding as of August 6, 1997.

<PAGE>
PART 1 - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CONDITION

                                                        June 30,
                                                          1997     December 31,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)              (Unaudited)     1996
-----------------------------------------              ----------  ------------
ASSETS
Cash and due from banks                                   $9,719        $9,804
Federal funds sold                                         7,127         9,550
Securities available-for-sale                             57,279        65,856
Securities held-to-maturity
  (FAIR VALUE OF $200 AND $0 IN 1997 AND 1996)               200             0
Mortgages held-for-sale                                    1,204         1,001
Loans (net of allowance for loan losses of
  $1,678 and $1,485 in 1997 and 1996)                    141,089       129,584
Premises and equipment, net                                5,290         5,501
Other assets                                               5,189         5,099
                                                        --------      --------
  TOTAL ASSETS                                          $227,097      $226,395
                                                        ========      ========
LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES
Demand deposits                                          $37,832       $40,009
Savings, NOW and money market deposits                   100,974       100,519
Other time deposits                                       60,272        54,774
                                                        --------      --------
  Total deposits                                         199,078       195,302
Borrowed funds                                             6,057        10,561
Accrued interest and other liabilities                     2,246         1,676
                                                        --------      --------
  TOTAL LIABILITIES                                      207,381       207,539
                                                        --------      --------

SHAREHOLDERS' EQUITY
Common stock, $10 par value: 300,000 shares authorized:
  250,000 issued in 1997 and 1996                          2,500         2,500
Additional paid in capital                                 3,000         3,000
Retained earnings                                         16,062        15,425
Treasury stock - 29,300 shares in 1997 and 1996           (1,480)       (1,480)
Unrealized loss on securities available-for-sale,
  net of tax of $(233) and $(376) in 1997 and 1996          (366)         (589)
                                                        --------      --------
  TOTAL SHAREHOLDERS' EQUITY                              19,716        18,856
                                                        --------      --------
  TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY            $227,097      $226,395
                                                        ========      ========



See accompanying notes to consolidated financial statements

2.

<PAGE>



UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>

                                                            For the three months ended     For the six months ended
                                                                     June 30,                     June 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)       1997          1996           1997           1996 
                                                            -------------------------     -------------------------
<S>                                                         <C>             <C>           <C>              <C>
INTEREST INCOME
Interest and fees on loans                                    $3,357         $2,600         $6,387         $5,130
Interest on mortgages held for sale                               21             13             32             31
Interest on federal funds sold                                   126             78            262            254
Interest and dividends on investments
     Taxable                                                     838          1,045          1,723          1,997
     Non-taxable                                                  28             20             53             42
                                                            -------------------------     -------------------------
Total interest and dividends on investments                      866          1,065          1,776          2,039
                                                            -------------------------     -------------------------
Total interest income                                          4,370          3,756          8,457          7,454
                                                            -------------------------     -------------------------

INTEREST EXPENSE
Interest on savings, NOW & MMA                                   647            556          1,267          1,096
Interest on other time deposits                                  775            645          1,505          1,296
Interest on other borrowings                                      80             77            171            152
                                                            -------------------------     -------------------------
Total interest expense                                         1,502          1,278          2,943          2,544
                                                            -------------------------     -------------------------

NET INTEREST INCOME                                            2,868          2,478          5,514          4,910
PROVISION FOR POSSIBLE LOAN LOSSES                                98            181            206            329
                                                            -------------------------     -------------------------

NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES            2,770          2,297          5,308          4,581
                                                            -------------------------     -------------------------

NONINTEREST INCOME
Service charges on deposit accounts                              305            295            612            580
Mortgage Banking Fees                                            197            159            358            296
Other Noninterest Income                                         101             96            260            270
Loans Sold Gains (Losses)                                         10             76             41            103
O.R.E.O. Sold Gains (Losses)                                       0              3              0              3
Net realized gains (losses) and write-downs on
     securities available-for-sale                                 7           (125)            (8)          (125)
                                                            -------------------------     -------------------------
Total noninterest income                                         620            504          1,263          1,127
                                                            -------------------------     -------------------------

NONINTEREST EXPENSE
Salaries and employee benefits                                 1,467          1,406          2,886          2,824
Net occupancy expense                                            174            137            315            271
Other expense
   Equipment expense                                             131            196            262            389
   Outside fees & services                                       355            213            611            391
   Advertising & business development expenses                    81             84            156            188
   Supplies expense                                               70             53            128            104
   Data processing expense                                        68             66            135            139
   Regulatory services/fees                                       24             35             48             59
   Other operating expense                                       344            330            685            715
                                                            -------------------------     -------------------------
Total noninterest expense                                      2,714          2,520          5,226          5,080
                                                            -------------------------     -------------------------

INCOME BEFORE INCOME TAXES                                       676            281          1,345            628
Income tax provision (credit)                                    237            102            487            238
                                                            -------------------------     -------------------------
NET INCOME                                                      $439           $179           $858           $390
                                                            =========================     =========================
NET INCOME PER SHARE                                           $1.99          $0.81          $3.89          $1.76
                                                            =========================     =========================

WEIGHTED AVERAGE SHARES OUTSTANDING                          220,700        222,000        220,700        222,000
                                                            =========================     =========================

CASH DIVIDENDS PAID                                              110            111            221            222
                                                            =========================     =========================

PAYOUT RATIO                                                   25.06%         62.01%         25.76%         56.92%
                                                            =========================     =========================
</TABLE>

See accompanying notes to consolidated financial statements



                                                                           3.

<PAGE>


UPBANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30,
(DOLLARS IN THOUSANDS) (UNAUDITED)                         1997          1996
----------------------------------                         ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES
  Net Income                                                $858          $390
  Adjustments to reconcile net income to net cash 
  provided by operating activities:
  Provision for loan losses                                  206           329
  Depreciation and amortization                              408           454
  Net (gain) loss on sale of securities                        8           125
  Net (gain) loss on sale of mortgage loans                  (41)         (103)
  Net (gain) loss on sale of other real estate owned           0            (3)
  Change in deferred income taxes                              0           (76)
  Amortization (Accretion) on investment securities, net    (221)         (148)
  Originations of mortgages held-for-sale                (15,829)      (15,006)
  Proceeds from sales of mortgages held-for-sale          15,667        16,766
  Changes in assets and liabilities:
   (Increase) decrease in accrued interest receivable 
     and other assets                                       (254)          254
   Increase (decrease) in accrued interest payable and 
     other liabilities                                       570          (367)
                                                         -------       -------
NET CASH PROVIDED BY OPERATING ACTIVITIES                  1,372         2,615
                                                         -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES
  Purchases of and proceeds from time deposits in 
   other banks                                                 0             0
  Net (increase) decrease in federal funds sold            2,423         4,560
  Purchases of available-for-sale securities             (13,168)      (24,546)
  Proceeds from maturities and redemptions of
    available-for-sale securities                         14,348        14,795
  Proceeds from sale of available-for-sale securities      7,976         4,878
  Purchases of held-to-maturity securities                  (200)            0
  Proceeds from maturities and redemptions of
    held-to-maturity securities                                0           215
  Net (increase) decrease in loans                       (11,711)      (11,099)
  Purchases of premises and equipment                       (176)         (332)
  Proceeds from sale of other real estate                      0         1,116
                                                         -------       -------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES         (509)      (10,413)
                                                         -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES
  Net increase (decrease) in total deposits                3,776         2,711
  Net increase (decrease) in other borrowings             (4,504)        7,343
  Cash dividends paid                                       (221)         (222)
  Purchase of treasury stock                                   0             0
                                                         -------       -------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         (949)        9,832
                                                         -------       -------

Net increase (decrease) in cash and due from banks           (85)        2,034
Cash and due from banks at beginning of period             9,804         7,356
                                                         -------       -------
Cash and due from banks at end of period                  $9,719        $9,390
                                                         =======        ======

Supplemental disclosure of cash flow information:
  Cash payments for:     Interest                         $2,921        $2,601
                         Income taxes                        281           385

Supplemental schedule of non-cash investing activities:
  Other real estate acquired in settlement of loans           $0            $0
                                                         =======        ======


See accompanying notes to consolidated financial statements



4.

<PAGE>




UPBANCORP, INC.                                                 
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY CAPITAL            
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)       

<TABLE>
<CAPTION>
                                                                                                       Net Unrealized 
                                                                                                         Gain (Loss)
                                                             Additional                                 on Securities
                                               Common         Paid In       Retained       Treasury     Available-for-
                                                Stock         Capital       Earnings         Stock     Sale, net of tax    Total
                                               -------       ----------     ---------       -------    ----------------   -------
<S>                                            <C>           <C>            <C>             <C>        <C>                <C>
BALANCE, JANUARY 1, 1997                        $2,500         $3,000        $15,425        ($1,480)         ($589)       $18,856
Net income for the six months                         
  ended June 30, 1997                                                            858                                          858
Cash dividends: $1.00 per share                                                 (221)                                        (221)
Net unrealized gain (loss) on securities              
  available-for-sale, net of tax of $143                                                                       223            223
                                               -------       ----------     ---------       -------    ----------------   -------
BALANCE, JUNE 30, 1997                          $2,500         $3,000        $16,062        ($1,480)         ($366)       $19,716
                                               =======        =========     =========       ========    ===============   =======

</TABLE>
See accompanying notes to consolidated financial statements



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996 
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)


NOTE A: BASIS OF PRESENTATION 
The accompanying unaudited financial statements have been prepared in 
accordance with generally accepted accounting principles for interim 
financial information and with the instructions to Form 10-Q and Rule 10-01 
of Regulation S-X. Accordingly, they do not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements. In the opinion of management, all adjustments 
(consistent of normal accounting accruals) considered necessary for fair 
presentation have been included.
  
Operating results of the six months ended June 30, 1997 are not necessarily 
indicative of the results that may be expected for the year ended 
December 31, 1997. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on 
Form 10-K for the year ended December 31, 1996.
  
Prior period's amounts included in these financial statements have been 
reclassified to place them on a basis consistent with the current period's 
financial statements.

NOTE B: ACCOUNTING DEVELOPMENTS
In February, 1997 the Financial Accounting Standards Board issued Financial 
Accounting Standards (SFAS) No. 128, "Earnings per Share." SFAS No. 128 
requires the presentation of both basic earnings per share and diluted 
earnings per share. Basic earnings per share will be computed by dividing net 
income by the weighted average number of common shares outstanding. Diluted 
earnings per share will be computed in the same manner used by the company in 
computing earnings per share. SFAS 128 will be effective for the Company's 
1997 annual report. If SFAS 128 had been in effect during the first half of 
1997, basic earnings per share would have been $3.89 per share and diluted 
earnings per share would have been $3.89 per share.
  
NOTE C: INVESTMENT SECURITIES
AVAILABLE-FOR-SALE SECURITIES
The amortized cost and fair value of these are as follows at June 30, 1997: 

<TABLE>
<CAPTION>
                                                                Gross          Gross
                                              Amortized      Unrealized     Unrealized        Fair
                                                 Cost           Gains         Losses          Value
                                              ---------      ----------     ----------      -------
<S>                                           <C>            <C>            <C>             <C>
U. S. Treasury Securities                       $7,201             $0            $84         $7,117
U. S. Government agencies                       23,851             37             32         23,856
States and political subdivisions                2,138             80            124          2,094
Mortgage-backed securities                      20,127              8            547         19,588
Other securities                                 4,561             66              3          4,624
                                              ---------      ----------     ----------      -------
Total available-for-sale securities            $57,878           $191           $790        $57,279
                                              =========      ==========     ==========      ========
</TABLE>

In accordance with SFAS No. 115 these securities are carried at their fair
value.


                                                                            5.



<PAGE>



HELD-TO-MATURITY SECURITIES
The amortized cost and fair value of these are as follows at June 30, 1997:

                                               Gross         Gross
                               Amortized     Unrealized    Unrealized   Fair
                                  Cost         Gains         Losses     Value
                               ---------     ----------    -----------  -----
U. S. Treasury Securities         $200          $0             $0       $200

                               ---------     ----------    -----------  -----
Total held-to-maturity 
 securities                       $200          $0             $0       $200
                               ========      =========     ==========   =====

In accordance with SFAS No. 115 these securities are carried at their 
amortized cost.


NOTE D: LOANS AND NON-PERFORMING ASSETS
The following summarizes loans at the dates indicated:

                                               June 30,     December 31,
                                                 1997           1996
                                               --------     ------------
Commercial and industrial                      $45,458        $39,498
Real Estate - Construction                       8,503          9,829
Real Estate - Residential (1 to 4 family)       34,843         34,071
Real Estate - Residential (5 or more)           24,779         19,736
Real Estate - Non-Residential                   24,743         23,987
Consumer and all other, net of 
   unearned discount                             4,441          3,948
                                               --------     ------------
Total loans                                    142,767        131,069
Less: Allowance for loan losses                 (1,678)        (1,485)
                                               --------     ------------
Total loans, net of allowance for 
   loan losses                                $141,089       $129,584
                                               ========      ============

The following summarizes the analysis of the allowance for loan 
    losses for the six months ended:

                                               June 30,        June 30,
                                                 1997            1996
                                               --------     ------------
Balance at beginning of year                    $1,485         $1,402
Charge-offs:
  Commercial and industrial                         12            256
  Real Estate - Residential (5 or more)              0              5
  Consumer and all other, net of unearned 
   discount                                          6             20
                                               --------     ------------
Total charge-offs                                   18            281

Recoveries:
  Commercial and industrial                          4             27
  Consumer and all other, net of unearned 
   discount                                          1              0
                                               --------     ------------
Total recoveries                                     5             27


Net charge-offs                                     13            254
Provision for loan losses                          206            329
                                               --------     ------------
Balance at end of period                        $1,678         $1,477
                                               ========     ============

The following summarizes non-performing assets at the dates indicated:

                                                June 30,     December 31,
                                                  1997          1996
                                               --------     ------------
Nonaccrual loans                                  $363         $1,158
Restructured loans                                 924            954
                                               --------     ------------
  Total non-performing loans                     1,287          2,112
Non-performing securities, at market value          69            134
Other real estate owned                            334            334
                                               --------     ------------
Total non-performing assets                     $1,690         $2,580
                                               ========     ============


6.


<PAGE>



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

The following is management's discussion and analysis of certain significant 
factors which have affected the Registrant's financial condition and results 
of operations during the periods included in the consolidated financial 
statements included in this filing. The Registrant's form 10-Q for the 
quarterly period ended June 30, 1996 is incorporated by reference.

RESULTS  OF OPERATIONS

The Registrant's net income for the second quarter was $439,000 in 1997 
compared to $179,000 in 1996. Earnings per share was $1.99, a 145% increase 
over last year's $.81. Return on average equity was 9.04% compared to 3.95% 
in 1996. Return on average assets was .78% for the second quarter of 1997 
compared to .34% in the previous year.

The Registrant's net interest income was $2,868,000 for the second quarter of 
1997, an increase of 15.73% over the $2,478,000 registered in the same period 
of 1996. Income from an increase in average earning assets and a higher net 
margin of 5.45% in 1997, as compared to 5.27% earned in the comparable period 
of 1996, were contributing factors in this years' improvement.

The provision for loan losses was $98,000 in 1997 and $181,000 in 1996. Net 
credit losses were $13,000 for the first six months of 1997 and $254,000 in 
1996. The allowance for loan losses as a percent of total loans was 1.18% at 
June 30, 1997 and 1.13% at December 31, 1996. Total non-performing assets as 
a percent of total assets were .74% at June 30, 1997 and 1.14% at December 
31, 1996.

Total noninterest income increased 12.07% to $1,263,000 for the first six 
months of 1997 over the previous year. Net securities losses totalled $8,000 
for 1997 compared to a net loss of $125,000 in the previous year. The 
securities activity was taken in order to benefit from the flattening of the 
yield curve in the past year and reinvest in higher yielding state tax-exempt 
securities with a shorter term. Excluding, securities activity, noninterest 
income decreased 2.54% over the previous year.

Total noninterest expense for the first six months of 1997 increased 2.87% to 
$5,226,000 from the year earlier period. Salaries and employee benefits and 
net occupancy expense were essentially unchanged from 1996 to 1997. Other 
expense increased 2.01% to $2,025,000 in the first half of 1997 from 
$1,985,000 in 1996. The decrease in equipment expense resulted from lower 
depreciation expense and a lease on computer equipment which was not renewed 
at its expiration. Outside fees and services increased as a result of the 
company entering into a contract with a service to examine technological and 
operational procedures, to improve efficiency and profitability in the future.

BALANCE SHEET CHANGES

Total assets were $227 million at quarter-end compared to $226 million at 
December 31, 1996. The decrease in securities from year-end 1996 is due to 
matured investments, the proceeds of which were used primarily to pay off 
short-term borrowings and also fund the continued growth in loans.

Total deposits increased $3,776,000 or 1.93% from year-end. Non-interest 
bearing deposits decreased 5.44% or $2,177,000 and interest bearing deposits 
increased 3.83% or $5,953,000. Borrowed funds decreased $4,504,000 from 
December 31, 1996 levels.

LIQUIDITY AND CAPITAL RESOURCES

The maintenance of an adequate level of liquidity is necessary to ensure that 
sufficient funds are available to meet customers' loan demand and deposit 
withdrawals. The banking subsidiaries' liquidity sources consist of 
investment securities, maturing loans and other short-term investments. 
Liquidity has also been obtained through liabilities such as core deposits, 
funds borrowed, certificates of deposit and public fund deposits.



                                                                7.



<PAGE>



At June 30, 1997, shareholders' equity was $19,716,000 compared to 
$18,856,000 at December 31, 1996, an increase of $860,000 or 4.56%. Total 
equity at quarter-end was reduced by an unrealized loss after-tax of $366,000 
on securities available-for-sale. Shareholders' equity as a percentage of 
total assets at June 30, 1997 was 8.68%. The following table represents the 
Registrant's consolidated regulatory capital position as of June 30, 1997.

Regulatory capital at June 30, 1997:


                                                     Tier 1          Total
                                      Leverage     Risk-based      Risk-based
                                       Ratio        Capital         Capital
                                      --------     ----------      ----------
Upbancorp, Inc. ratio                   8.8%          12.9%          14.0%

Regulatory minimum ratio                4.0%           4.0%           8.0%

Ratio considered well- capitalized      5.0%           6.0%          10.0%




8.

<PAGE>

PART 2. - OTHER INFORMATION


Item 1 - LEGAL PROCEEDINGS
         None required

Item 2 - CHANGES IN SECURITIES
         None required

Item 3 - DEFAULTS UPON SENIOR SECURITIES
         None required

Item 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
         None required

Item 5 - OTHER INFORMATION
         None required

Item 6 - EXHIBITS AND REPORTS ON FORM 8-K
         None required






                                                                    9.


<PAGE>

                                   SIGNATURES

PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES 
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED 
ON ITS BEHALF BY THE UNDERSIGNED, THERUNTO DULY AUTHORIZED.

Date: August 6, 1997                                    UPBANCORP, INC.
                                                       -----------------
                                                        (The Registrant)



                                                      /s/ Richard K. Ostrom
                                                      ----------------------
                                                          Richard K. Ostrom
                                                          President and Chief
                                                          Executive Officer





10.