UNITED STATESSECURITIES AND
  EXCHANGE COMMISSIONWashington, DC
  20549FORM 10-Q xQuarterly Report Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2001Commission 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. Employerincorporation or organization)
  Identification No.)4753 N. Broadway,
  Chicago, Illinois  60640
  (773) 878-2000(Address of principal executive
  offices)(zip code)
  (Registrant's telephone numberincluding area code) Indicate by
check mark whether the registrant (1) has filed all reports required to be
filed by Section13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorterperiod that the registrant
was required to file such reports), and (2) has been subject to such filing forthe past 90 days.  YesxNo Indicate the
number of shares outstanding of each of the issuer's classes of common stock as
ofthe latest practicable date: Eight hundred thirty five
thousand  fifty-five  (835,055) common shares were outstanding as
of May 9, 2001.   DescriptionConsolidated
Statements of ConditionConsolidated Statements
of IncomeConsolidated
Statements of Cash flowConsolidated
Statements of Changes in Equity Capital and Notes to Consolidated Financial StatementsManagement's
Discussion and Analysis of Financial
Condition and Results of OperationsQuantitative
and Qualitative Disclosures on Market RiskOther InformationSignature PagePART 1 - Financial Information
Item 1. Financial Statements

UPBANCORP, INC.CONSOLIDATED STATEMENTS OF CONDITION


March
  31, 2001
  December
  31,(Dollars
  in thousands, except share data)
  (Unaudited)
  2000AssetsCash and due from banks
  $35,129
  $16,319Federal funds sold
  28,800
  12,600Securities available-for-sale
  57,338
  65,517Mortgages held-for-sale
  1,386
  0Loans (net of allowance for loan
  losses of $3,784 and $3,817 in 2001 and 2000)
  291,291
  288,488Premises and equipment, net
  5,322
  5,526Nonmarketable equity securities
  1,938
  1,909Accrued interest and other assets
  5,896
  6,312Total Assets
  $427,100
  $396,671Liabilities and
  Shareholders' EquityLiabilitiesDemand deposits
  $74,093
  $65,900Savings, NOW and money market
  deposits
  131,707
  133,345Other time deposits
  160,174
  149,303Total deposits
  365,974
  348,548Borrowed funds
  26,205
  14,849Note payable
  3,000
  3,000Accrued interest and other
  liabilities
  4,952
  4,377Total Liabilities
  400,131
  370,774Shareholders'
  EquityCommon stock, $1 par value:
  3,000,000 shares authorized: 
  1,000,000 issued in 2001 and 2000
  1,000
  1,000Additional paid in capital
  4,500
  4,500Retained earnings
  24,078
  23,540Treasury stock - 164,945 shares in
  2001 and 2000
  (3,079)
  (3,079)Accumulated other comprehensive
  income (loss), net of tax
  470
  (64)Total Shareholders' Equity
  26,969
  25,897Total Liabilities and Shareholders' Equity
  $427,100
  $396,671See accompanying notes to unaudited consolidated
financial statements



UPBANCORP, INC.CONSOLIDATED STATEMENTS OF INCOME

For the three
  months ended March 31,(Dollars
  in thousands, except per share data)(Unaudited)
  2001
  2000Interest IncomeInterest and fees on loans
  $6,689
  $5,666Interest on mortgages
  held-for-sale
  15
  0Interest on federal funds sold
  127
  76Interest and dividends on
  securitiesTaxable
  1,079
  663Non-taxable
  87
  98Total interest income
  7,997
  6,503Interest ExpenseInterest on savings, NOW and money
  market deposits
  1,144
  897Interest on other time deposits
  2,481
  1,312Interest on borrowed funds
  303
  307Interest on note payable
  62
  0Total interest expense
  3,990
  2,516Net Interest
  Income
  4,007
  3,987Provision for
  Loan Losses
  150
  185Net Interest
  Income after Provision for Loan Losses
  3,857
  3,802Noninterest
  IncomeService charges on deposit
  accounts
  442
  444Other noninterest income
  116
  126Net gains (losses) on sale of
  loans
  0
  10Net gains (losses) on sale of
  securities
  253
  0Total noninterest income
  811
  580Noninterest ExpenseSalaries and employee benefits
  1,978
  2,058Net occupancy expense
  226
  178Equipment expense
  238
  219Outside fees & services
  191
  210Advertising & business
  development expenses
  79
  74Supplies and postage expense
  119
  116Data processing expense
  331
  235Regulatory fees and insurance
  91
  51Other operating expense
  410
  374Total noninterest expense
  3,663
  3,515Income Before
  Income Taxes
  1,005
  867Income taxes
  358
  310Net Income
  $647
  $557Basic Earnings
  Per Share
  $0.77
  $0.67Weighted Average
  Shares Outstanding
  835,055
  837,308Cash Dividends
  Paid
  $109
  $109Payout Ratio
  16.85%
  19.57%See
accompanying notes to unaudited consolidated financial statements

UPBANCORP,
INC.CONSOLIDATED
STATEMENTS OF CASH FLOWS

For the three
  months ended March 31,(Dollars
  in thousands, except per share data)(Unaudited)
  2001
  2000Cash Flows from
  Operating ActivitiesNet Income
  $647
  $557Adjustments to reconcile net income to net cash provided by operating
  activities:Provision for loan losses
  150
  185Depreciation and amortization
  320
  315Net (gain) loss on sale of securities
  (253)
  0Net (gain) loss on sale of mortgage loans
  0
  0Change in deferred income taxes
  9
  413Amortization (Accretion) on securities, net
  (107)
  (65)Originations of mortgages held-for-sale
  (3,198)
  (938)Proceeds from sales of mortgages held-for-sale
  1,812
  2,202Changes in assets and liabilities:(Increase) decrease in accrued interest receivable and
  other assets
  297
  (108)Increase (decrease) in accrued interest payable and
  other liabilities
  575
  (89)Net cash provided
  by (used in) operating activities
  252
  2,472Cash Flows from
  Investing ActivitiesNet (increase)
  decrease in federal funds sold
  (16,200)
  4,730Purchases of available-for-sale securities
  (13,199)
  0Proceeds from maturities and redemptions of available-for-sale
  securities
  22,360
  0Proceeds from sale of available-for-sale securities
  0
  0Net (increase) decrease in loans
  (2,953)
  (12,544)Purchases of premises and equipment
  (94)
  (375)Purchases of nonmarketable equity securities
  (29)
  (3)Net cash provided
  by (used in) investing activities
  (10,115)
  (8,192)Cash Flows from
  Financing ActivitiesNet increase (decrease) in total deposits
  17,426
  18,331Net increase (decrease) in borrowed funds
  11,356
  (9,271)Net increase (decrease) in note payable
  0
  1,000Cash dividends paid
  (109)
  (109)Purchase of treasury stock
  0
  0Net cash provided
  by (used in) financing activities
  28,673
  9,951Net increase (decrease) in cash
  and due from banks
  18,810
  4,231Cash and due from banks at
  beginning of period
  16,319
  11,526Cash and due from banks at end of
  period
  $35,129
  $15,757Supplemental disclosure of cash
  flow information:Cash payments for:
  Interest
  $3,241
  $2,421Income taxes
  130
  0See accompanying notes to unaudited consolidated
financial statements





UPBANCORP, INC.CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY(Dollars in thousands, except per share
data)(Unaudited)

CommonStock
  AdditionalPaid InCapital
  RetainedEarnings
  TreasuryStock
  Accumulated OtherComprehensive
  Income
  TotalBalance, January
  1, 2001
  $1,000
  $4,500
  $23,540
  ($3,079)
  ($64)
  $25,897Comprehensive
  Income:Net income for the three months ended
  March 31, 2001
  
  
  647
  
  
  647Unrealized gain (loss) on securities
  available-for-sale,    net of tax of $341
  
  
  
  
  534
  534Comprehensive
  Income
  
  
  
  
  
  1,181Cash
  dividends: $.13 per share
  
  
  (109)
  
  
  (109)Balance March 31,
  2001
  $1,000
  $4,500
  $24,078
  ($3,079)
  $470
  $26,969See accompanying notes to unaudited consolidated
financial statements



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, except per share
data)(Unaudited)


NOTE A: BASIS OF PRESENTATIONThe accompanying unaudited financial statements have been prepared
in accordance with generally acceptedaccounting 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 (consisting of normal recurring accruals)
considered necessary for fair presentation have been included.



Operating results of the three
months ended March 31, 2001 are not necessarily indicative of the results that may
be expected for the year ended December 31, 2001. 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,
2000.



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: SECURITIESSecurities available-for-saleThe amortized cost and fair value of these are as follows at March
31, 2001:


AmortizedCost
  GrossUnrealizedGains
  Gross
  Unrealized
  Losses
  FairValueU. S. Treasury Securities
  $550
  $3
  $0
  $553U. S. Government agencies
  41,199
  620
  0
  41,819States and political subdivisions
  7,618
  216
  46
  7,788Mortgage-backed securities
  5,701
  0
  3
  5,698Total debt securities
  55,068
  839
  49
  55,858Equity securities
  1,500
  0
  20
  1,480Total securities
  available-for-sale
  $56,568
  $839
  $69
  $57,338NOTE C: LOANS AND NONPERFORMING ASSETSThe following summarizes loans at the dates indicated:

March
  31,
  Dec.
  31,2001
  2000Commercial - Aircraft related
  $54,548
  $54,614Commercial - Other
  59,901
  58,404Secured by real estate -
  Construction
  56,426
  52,637Secured by real estate - Residential
  (1 to 4 family)
  31,819
  32,431Secured by real estate -
  Residential (5 or more)
  34,450
  30,264Secured by real estate -
  Non-Residential
  53,830
  58,467Consumer and all other
  4,587
  5,986Deferred loan fees, net
  (486)
  (498)Total loans
  295,075
  292,305Less: Allowance for loan losses
  (3,784)
  (3,817)Total loans, net of allowance for
  loan losses
  $291,291
  $288,488The following summarizes the analysis of the allowance for loan
losses for the three months ended:

March
  31,
  March
  31,2001
  2000Balance at beginning of year
  $3,817
  $3,114Charge-offs:Commercial - Other
  124
  0Secured by real estate - Residential (5 or more)
  1
  0Secured by real estate - Non-Residential
  50
  0Consumer and all other, net of unearned income
  8
  1Total charge-offs
  183
  1Recoveries:Consumer and all other, net of unearned income
  0
  1Total recoveries
  0
  1Net recoveries (charge-offs)
  (183)
  0Provision for loan losses
  150
  185Balance at end of period
  $3,784
  $3,299The following summarizes nonperforming assets at the dates
indicated:

March
  31,
  Dec.
  31,2001
  2000Nonaccrual loans
  $1,608
  $1,299Restructured loans
  418
  422Total nonperforming loans
  2,026
  1,721Other real estate owned (OREO)
  0
  0Total nonperforming assets
  $2,026
  $1,721NOTE D: NOTE
PAYABLE



The Company has a $5 million line of
credit, a secured revolving note payable, with a correspondent bank atMarch 31, 2001. This note has an
outstanding balance of $3 million. Interest is calculated on the basis of3-month LIBOR plus 150 basis points
with interest due and payable quarterly (6.38% at March 31, 2001). Theexpiration date of the line is April
1, 2002. The note also contains certain covenants which limit changesin capital structure, the purchase of,
or merger with other banks and/or businesses, and the guaranteesof other liabilities and
obligations. In addition, the Company must meet certain financial ratios. The
Companywas in
compliance with all covenants of the agreement at March 31, 2001.


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

(Dollars in thousands, except per share
data)(Unaudited)

The following is management's discussion and analysis of certain
significant factors which have affected financial statements set forth in this
filing. The Company's Form 10-Q for the quarter ended March 31, 2000 is
incorporated by reference.

RESULTS OF OPERATIONSThe Company's net income for the three months ended March 31, 2001
was $647 compared to $557 in 2000. Basic earnings per share was $.77, a 14.93%
increase from last year's $.67. Return on average equity was 9.93% in 2001
compared to 9.92% in 2000, a .10% increase. Return on average assets was .65%
for 2001 compared to .68% in the previous year, a 4.41% decease, due in part to
the 27.47% increase in assets.

The Company's net interest income was $4,007 for the first three
months of 2001, compared with the $3,987 registered in the same period of 2000.
The increase in average earning assets was effectively neutralized by a lower
net margin of 4.34% in 2001 as compared to 5.41% for 2000, as average rates
paid on deposits increased more than one full percentage point, while rates
earned on loans remained essentially flat. The results for the first three
months of 2001, when compared to the same period in 2000, reflect a greater
reliance on  time deposits to continue
funding the growth in the loan portfolio, particularly in construction related
real estate lending.

The provision for loan losses was $150 in 2001 and $185 in 2000,
reflecting management's assessment of overall risk in the loan portfolio. Net
charge-offs were $183 for the first three months of 2001, compared to $0 in net
charge-offs during the same period in 2000. The allowance for loan losses as a percent
of total loans was 1.28% at March 31, 2001 and 1.31% at Decmeber 31, 2000.
Total nonperforming assets as a percent of total assets were .47% at March 31,
2001 and .43% at December 31, 2000.

Total noninterest income, excluding securities gains of $253,
decreased 3.79% to $558, for the first three months of 2001 over the previous
year, due to regular seasonal fluctuations in 
client activity subject to service charges. The securities gain of $253
arose because the Chicago branch held an investment in common stock in Cash
Station (an ATM consortium), the cost basis of which was $0. Cash Station
entered into a merger transaction with a listed public company, Concord EFS,
Inc. (Concord), whereby the shareholders of Cash Station received common stock
of Concord in exchange for their common stock. The fair value of the Concord stock
at the merger date was $253, and is included in gross realized gains at March
31, 2001.

Total noninterest expense for the first quarter of 2001 increased
4.21% to $3,663 from the year earlier totalof $3,515. The decrease in salaries and employee benefits in 2001
to $1,978 from $2,058 in 2000, is a direct result of heavier staffing needs at
start-up for the new Chicago branches, due to training expenses, temporary help,
etc., required for the initial push in 2000, than were required in 2001. Net
occupancy and equipment expense increased $67 to $464 from $397 in 2000, due
primarily to full period rental and other related expenses at the new Chicago
branches. Other noninterest expense increased 15.19% to $1,221 in the first
quarter of 2001 from $1,060 in the comparable 2000 period, due primarily to
one-time merger related data processing costs.

FINANCIAL CONDITION CHANGESTotal assets were $427,100 at March 31, 2001 compared to $396,671
at December 31, 2000. The overall increase in cash and due from banks and
federal funds sold are a function of regular deposit activity and seasonal
flucuation. The decrease in the securities portfolio is also a reflection of
active funds management and the calendar timing of investment maturities and
sales and the reinvestment of those funds. The increase in the loan portfolio
was funded by deposit growth as well.

Total deposits increased $17,426 or 5.00% from year-end.
Noninterest bearing deposits increased 12.42% or $8,193, due to core growth, as
well as seasonal fluctuations at each of the branches. Interest bearing deposits
increased $9,233 as a result of continued marketing promotions at our Chicago
and Arizona branch offices. Borrowed funds increased $11,356 from year-end
levels as a result of a leveraging strategy employed by Uptown National Bank of
Chicago ("Uptown").

LIQUIDITY AND CAPITAL RESOURCESThe maintenance of an adequate level of liquidity is necessary to
ensure that sufficient funds are available to meet customers' loan demands and
deposit withdrawal requests. The banking subsidiary's liquidity sources consist
of investment securities, maturing loans and other short-term investments.
Liquidity can alsobe obtained through liabilities such
as core deposits, borrowed funds, certificates of deposit and public fund deposits.

At March 31, 2001, 
Shareholders' Equity was $26,969 compared to $25,897 at December 31,
2000, an increase of $1,072, or 4.14%. Accumulated other comprehensive income
at quarter-end increased $534 due to unrealized gains in securities
available-for-sale, net of tax. Shareholders' Equity as a percentage of total
assets atMarch 31, 2001 was 6.31%. The following table represents the
Company's consolidated regulatory capital position as of March 31, 2001.

Regulatory capital at March 31, 2001:

Leverage
  Ratio
  Tier 1 Risk
  BasedCapital
  Total Risk-Based
  CapitalUpbancorp, Inc. ratio
  6.5%
  8.3%
  9.5%Regulatory minimum ratio
  4.0%
  4.0%
  8.0%The Company operates a full-service community bank through eight
banking offices and one loan productio office in the Chicagoland area and
metropolitan Phoenix area. Uptown's branches in the Phoenix area operate under the
name of Heritage Bank ("Heritage"). Heritage will continue to retain
its name in the Phoenix area.

FORWARD LOOKING STATEMENTSStatements made about the Company's future economic performance,
strategic plans or objectives, revenue or earnings projections, or other
financial items and similar statements are not guarantees of future
performance, but are forward looking statements. By their nature, these
statements are subject to numerous uncertainties that could cause actual
results to differ materially from those in the statements. Important factors
that might cause the Company's actual results to differ materially include, but
are not limited to, the following:

–
  Federal and state
  legislative and regulatory developments;–
  Changes in management's
  estimate of the adequacy of the allowance for loan losses (and/or other significant
  estimates such as OREO, deferred tax valuation allowance, etc.);–
  Changes in the level and
  direction of loan delinquencies and write-offs;–
  Interest rate movements and
  their impact on customer behavior and Upbancorp's net interest margin;–
  The impact of repricing and
  competitors' pricing initiatives on loan and deposit products;–
  Upbancorp's ability to
  adapt successfully to technological changes to meet customers' needs and developments
  in the market place;–
  Upbancorp's ability to
  access cost effective funding;–
  Economic conditions and–
  Recently enacted financial modernization
  legislation.ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ON MARKET RISK

Management, to augment static gap
analysis, uses an additional measurement tool to evaluate its asset/liability
sensitivity, which determines exposure to changes in interest rates by
measuring the change in net interest income as a percentage of Capital, due to
changes in rates over a one-year horizon.

Management measures such change assuming
an immediate and sustained parallel shift in rates of 50, 100 and 200 basis
points, both upward and downward. The model uses scheduled amortization, call
date or final maturity as appropriate on all non-rate sensitive assets. The
model uses repricing frequency on all variable rate assets and liabilities, it
also uses a 5-year decay analysis on all non-rate sensitive deposits.
Prepayment rates on fixed rate loans have been adjusted up or down by 10% per
year to incorporate historical experience in both an up-rate and down-rate
environment.

Utilizing this measurement concept, the
interest rate risk of the Company, expressed as change in net interest income
as a percentage of capital over a 1-year time horizon due to changes in
interest rates is as follows:

Basis Point Change+200
  +100
  +50
  -50
  -100
  -200At March 31, 2001
  -1.03%
  -0.45%
  -0.34%
  0.30%
  0.37%
  0.28%At December 31, 2000
  -0.70%
  -0.28%
  -0.23%
  0.13%
  0.11%
  -0.26%Based upon these analyses, management has
determined that there has been no material change at March 31, 2001 in interest
rate risk for the Company, from the December 31, 2000 calculated results.

PART 2. -Other
  InformationItem 1 -
  Legal
  ProceedingsNone requiredItem 2 -
  Changes in
  SecuritiesNone requiredItem 3 -
  Defaults
  upon Senior SecuritiesNone requiredItem 4 -
  Submission
  of Matters to a Vote of Security HoldersAt the Annual Meeting of
  Shareholders held April 17, 2001,the
  shareholders elected the following Directors:Votes
  for
  VotesAgainst
  Withheld/AbstentionsJames E. Heraty
  694,214
  0
  124Richard K. Ostrom
  693,150
  0
  1,188Item 5 -
  Other
  InformationNone requiredItem 6 -
  Exhibits
  and Reports on Form 8-KNone requiredSIGNATURES

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,
thereunto duly authorized.



Date: May 9, 2001
  UPBANCORP, INC.(The Registrant)\s\Richard K. OstromRichard K. OstromChairman of the Board,President and Chief Executive
  Officer