<PAGE>

================================================================================

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                                   FORM 10-Q

(Mark one)
[x]             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the quarter ended March 31, 2001

                                      or

[_]            TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the transition period from      to

                        Commission file number 0-18121

                               MAF BANCORP, INC.
            (Exact name of registrant as specified in its charter)



          Delaware                                        36-3664868
  (State of Incorporation)                             (I.R.S. Employer
                                                     Identification No.)


          55th Street & Holmes Avenue
           Clarendon Hills, Illinois                                  60514
    (Address of Principal executive Offices)                        (Zip Code)

                        Registrant's telephone number: (630) 325-7300

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
requirements for the past 90 days. Yes  X  No
                                       ---

The number of shares outstanding of the issuer's common stock, par value $.01
per share, was 22,550,293 at May 11, 2001.

================================================================================
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES

                                   FORM 10-Q

Index
-----

<TABLE>
<CAPTION>
Part I.     Financial Information                                                         Page
-------     ---------------------                                                         ----
<S>                                                                                       <C>
Item 1.     Financial Statements

            Consolidated Statements of Financial Condition
            as of March 31, 2001 and December 31, 2000 (unaudited)........................   3

            Consolidated Statements of Operations for the Three
            Months Ended March 31, 2001 and 2000 (unaudited)..............................   4

            Consolidated Statement of Changes in Stockholders' Equity
            for the Three Months Ended March 31, 2001 (unaudited).........................   5

            Consolidated Statements of Cash Flows for the
            Three Months Ended March 31, 2001 and 2000 (unaudited)........................   6

            Notes to Unaudited Consolidated Financial Statements..........................   8

Item 2.     Management's Discussion and Analysis of Financial
            Condition and Results of Operations...........................................  11

Item 3.     Quantitative and Qualitative Disclosures About Market Risk....................  26

Part II.    Other Information
-------     -----------------

Item 1.     Legal Proceedings.............................................................  27

Item 2.     Changes in Securities.........................................................  27

Item 3.     Defaults Upon Senior Securities...............................................  27

Item 4.     Submission of Matters to a Vote of Security Holders...........................  27

Item 5.     Other Information.............................................................  27

Item 6.     Exhibits and Reports on Form 8-K..............................................  28

            Signature Page................................................................  29
</TABLE>

                                       2
<PAGE>

                         Part I. Financial Information

                         Item 1. Financial Statements

                      MAF BANCORP, INC. AND SUBSIDIARIES
                Consolidated Statements of Financial Condition
                            (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                            March 31,    December 31,
                                                                              2001           2000
                                                                            ---------    ------------
<S>                                                                     <C>              <C>
Assets
------
Cash and due from banks                                                   $   81,107         77,860
Interest-bearing deposits                                                     31,925         53,392
Federal funds sold                                                           142,648        139,268
Investment securities, at cost (fair value of $13,290 at December 31,
2000)                                                                              -         12,633
Investment securities available for sale, at fair value                      229,192        174,494
Stock in Federal Home Loan Bank of Chicago, at cost                           86,475         84,775
Mortgage-backed securities, at amortized cost
  (fair value of $79,137 at December 31, 2000)                                     -         80,301
Mortgage-backed securities available for sale, at fair value                 110,126         24,084
Loans receivable held for sale                                               162,355         41,074
Loans receivable, net of allowance for losses of $18,279 and $18,258       4,203,285      4,287,040
Accrued interest receivable                                                   27,639         27,888
Foreclosed real estate                                                         1,345          1,808
Real estate held for development or sale                                       7,887         12,718
Premises and equipment, net                                                   48,895         48,904
Other assets                                                                  61,285         60,485
Intangible assets, net of accumulated amortization of $16,181 and
$15,030                                                                       67,713         68,864
                                                                          ----------     ----------
                                                                          $5,261,877      5,195,588
                                                                          ==========     ==========

Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
  Deposits                                                                $3,067,129      2,974,213
  Borrowed funds                                                           1,684,900      1,728,900
  Advances by borrowers for taxes and insurance                               45,224         38,354
  Accrued expenses and other liabilities                                      73,957         66,392
                                                                          ----------     ----------
    Total liabilities                                                      4,871,210      4,807,859
                                                                          ----------     ----------
Stockholders' equity:
  Preferred stock, $.01 par value; authorized 5,000,000
    shares; none outstanding                                                       -              -
  Common stock, $.01 par value;
    authorized 80,000,000 shares; 25,420,650 shares issued;
    22,768,601 and 23,110,022 shares outstanding                                 254            254
  Additional paid-in capital                                                 198,119        198,068
  Retained earnings, substantially restricted                                249,523        237,867
  Stock in gain deferral plan; 223,453 shares                                    511            511
  Accumulated other comprehensive income                                       2,032          1,435
  Treasury stock, at cost; 2,875,502 and 2,534,081 shares                    (59,772)       (50,406)
                                                                          ----------     ----------
    Total stockholders' equity                                               390,667        387,729
                                                                          ----------     ----------
                                                                          $5,261,877     $5,195,588
                                                                          ==========     ==========
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Operations
                 (Dollars in thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                                Three Months Ended
                                                                                     March 31,
                                                                                ------------------
                                                                                 2001        2000
                                                                                ------      ------
<S>                                                                         <C>             <C>
Interest income:
  Loans receivable                                                            $ 80,083      70,705
  Mortgage-backed securities                                                         -       1,525
  Mortgage-backed securities available for sale                                  1,660         649
  Investment securities                                                          1,493       1,597
  Investment securities available for sale                                       3,437       3,214
  Interest-bearing deposits and federal funds sold                               2,474       2,401
                                                                              --------      ------
      Total interest income                                                     89,147      80,091
                                                                              --------      ------
Interest expense:
  Deposits                                                                      31,510      25,789
  Borrowed funds                                                                25,139      23,759
                                                                              --------      ------
      Total interest expense                                                    56,649      49,548
                                                                              --------      ------
      Net interest income                                                       32,498      30,543
Provision for loan losses                                                            -         300
                                                                              --------      ------
      Net interest income after provision for loan losses                       32,498      30,243
                                                                              --------      ------
Non-interest income:
  Gain on sale of:
    Loans receivable                                                               691          57
    Investment securities                                                          170         133
    Foreclosed real estate                                                         175          72
  Deposit account service charges                                                3,426       2,570
  Income from real estate operations                                             3,349       2,475
  Brokerage commissions                                                            545         678
  Loan servicing fee income (expense)                                             (263)        556
  Other                                                                          1,766       1,218
                                                                              --------      ------
      Total non-interest income                                                  9,859       7,759
                                                                              --------      ------
Non-interest expense:
  Compensation and benefits                                                     11,341      10,145
  Office occupancy and equipment                                                 2,224       1,915
  Advertising and promotion                                                      1,248       1,002
  Data processing                                                                  764         716
  Federal deposit insurance premiums                                               155         147
  Amortization of intangible assets                                              1,151         960
  Other                                                                          3,065       2,801
                                                                              --------      ------
      Total non-interest expense                                                19,948      17,686
                                                                              --------      ------
      Income before income taxes                                                22,409      20,316
Income tax expense                                                               8,331       7,207
                                                                              --------      ------
      Net income                                                              $ 14,078      13,109
                                                                              ========      ======

Basic earnings per share                                                      $    .61         .55
                                                                              ========      ======
Diluted earnings per share                                                    $    .60         .55
                                                                              ========      ======
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES
           Consolidated Statement of Changes in Stockholders' Equity
                            (Dollars in thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31, 2001
                                                        --------------------------------------------------------------------------
                                                                                        Accumulated   Stock in
                                                                 Additional                other        gain
                                                         Common    paid-in   Retained  comprehensive  deferral  Treasury
                                                          stock    capital   earnings    income         plan      stock     Total
                                                          -----  ----------  --------  -------------  --------  ---------  -------
      <S>                                               <C>      <C>         <C>       <C>            <C>       <C>        <C>
      Balance at December 31, 2000                      $  254     198,068    237,867       1,435          511   (50,406)  387,729
                                                          ----    --------    -------      ------      -------   -------   -------
      Comprehensive income:
        Net income                                           -           -     14,078           -            -         -    14,078
        Other comprehensive income, net of tax:
         Unrealized holding gain during the period           -           -          -         704            -         -       704
         Less:  reclassification adjustment of gains
          included in net income                             -           -          -        (107)           -         -      (107)
                                                          ----    --------    -------      -------     -------   -------   -------
        Total comprehensive income                           -           -     14,078         597            -         -    14,675
                                                          ----    --------    -------      ------      -------   -------   -------
      Exercise of 22,479 stock options and
        reissuance of treasury stock                         -           -       (159)          -            -       446       287
      Purchase of treasury stock                             -           -          -           -            -    (9,812)   (9,812)
      Tax benefits from stock-related compensation           -          51          -           -            -         -        51
      Cash dividends ($.10 per share)                        -           -     (2,286)          -            -         -    (2,286)
      Dividends paid to gain deferral plan                   -           -         23           -            -         -        23
                                                          ----    --------    -------      ------      -------   -------   -------
      Balance at March 31, 2001                         $  254     198,119    249,523       2,032          511   (59,772)  390,667
                                                          ====    ========    =======      ======      =======   =======   =======
</TABLE>

      See accompanying notes to unaudited consolidated financial statements.

                                       5
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                             ------------------
                                                                              2001        2000
                                                                             ------      ------
<S>                                                                      <C>           <C>
Operating activities:
Net income                                                               $   14,078      13,109
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Depreciation and amortization                                           1,201       1,054
      Provision for loan losses                                                   -         300
      FHLB of Chicago stock dividend                                         (1,700)          -
      Deferred income tax benefit                                              (300)       (119)
      Amortization of intangible assets                                       1,151         960
      Amortization of premiums, discounts, loan fees and servicing
        rights                                                                1,354         148
      Net gain on sale of loans receivable and real estate held for
        development or sale                                                  (4,040)     (2,532)
      Gain on sale of investment securities                                    (170)       (133)
      Increase (decrease) in accrued interest receivable                        249      (1,405)
      Net decrease in other assets and liabilities                            4,578         843
  Loans originated for sale                                                (247,378)    (61,010)
  Sale of loans originated and purchased for sale                           125,987      35,519
                                                                           --------      ------
        Net cash used in operating activities                              (104,990)    (13,266)
Investing activities:
  Loans receivable originated for investment                               (267,196)   (202,628)
  Principal repayments on loans receivable                                  350,032     127,269
  Principal repayments on mortgage-backed securities                          5,826       5,745
  Proceeds from maturities of investment securities available for
        sale                                                                 13,318      19,343
  Proceeds from sale of:
    Investment securities available for sale                                  1,630         480
    Real estate held for development or sale                                 12,183      12,318
  Purchases of:
    Loans receivable held for investment                                          -     (39,051)
    Investment securities available for sale                                (56,143)    (15,967)
    Investment securities held to maturity                                        -         (59)
    Mortgage-backed securities held to maturity                                   -      (4,085)
    Mortgage-backed securities available for sale                           (11,279)          -
    Stock in FHLB of Chicago                                                      -      (3,250)
    Real estate held for development or sale                                 (1,104)     (6,843)
    Premises and equipment                                                   (1,192)     (1,081)
                                                                           --------    --------
         Net cash provided by (used in) investing activities             $   46,075    (107,809)
                                                                           --------    --------
</TABLE>

                                                                     (continued)

                                       6
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES
                     Consolidated Statements of Cash Flows
                                (In thousands)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                  March 31,
                                                                            --------------------
                                                                             2001          2000
                                                                            ------        ------
<S>                                                                      <C>            <C>
Financing activities:
  Proceeds from FHLB of Chicago advances                                 $  80,000      $ 145,000
  Proceeds from unsecured line of credit                                     6,000          9,500
  Repayment of FHLB of Chicago advances                                   (130,000)       (65,000)
  Repayment of unsecured line of credit                                          -         (2,500)
  Net decrease in other borrowings                                               -          9,562
  Proceeds from exercise of stock options                                      287             69
  Purchase of treasury stock                                                (9,812)       (12,466)
  Cash dividends                                                            (2,288)        (2,131)
  Net increase in deposits                                                  93,018         57,877
  Increase in advances by borrowers for taxes and insurance                  6,870          5,822
                                                                          --------       --------
        Net cash provided by financing activities                           44,075        145,733
                                                                          --------       --------
Increase (decrease) in cash and cash equivalents                           (14,840)        24,658
Cash and cash equivalents at beginning of period                           270,520        158,040
                                                                          --------       --------
Cash and cash equivalents at end of period                               $ 255,680      $ 182,698
                                                                          --------       --------

Supplemental disclosure of cash flow information:
  Cash paid during the period for:
    Interest on deposits and borrowed funds                              $  55,658      $  48,508
Summary of non-cash transactions:
  Transfer of loans receivable to foreclosed real estate                       877          1,221
  Loans receivable swapped into mortgage-backed securities                  19,668              -
  Investments securities held-to-maturity transferred to
    available-for-sale                                                      12,633              -
  Mortgage-backed securities held-to-maturity transferred to                                    -
    available-for-sale                                                      80,301              -
  Treasury stock received for option exercises (0 and 39,691 shares)             -            790
                                                                          --------       --------
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       7
<PAGE>

                      MAF BANCORP, INC. AND SUBSIDIARIES
             Notes to Unaudited Consolidated Financial Statements
                  Three Months Ended March 31, 2001 and 2000
                                  (Unaudited)

(1)  Basis of Presentation

     The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do
not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete
financial statements. In the opinion of management, all adjustments (consisting
of only normal recurring accruals) necessary for a fair presentation have been
included. The results of operations for the three months ended March 31, 2001
are not necessarily indicative of results that may be expected for the year
ending December 31, 2001.

     The consolidated financial statements include the accounts of MAF Bancorp,
Inc. ("Company"), and its wholly-owned subsidiaries, Mid America Bank, fsb and
subsidiaries ("Bank") and MAF Developments, Inc., as of and for the three month
periods ended March 31, 2001 and 2000 and as of December 31, 2000. All material
intercompany balances and transactions have been eliminated in consolidation.

(2)  Earnings Per Share

     Earnings per share is determined by dividing net income for the period by
the weighted average number of shares outstanding. Stock options are regarded as
potential common stock and are considered in the diluted earnings per share
calculations to the extent that they have a dilutive effect. Stock options are
the only adjustment made to average shares outstanding in computing diluted
earnings per share. Weighted average shares used in calculating earnings per
share are summarized below for the periods indicated:

<TABLE>
<CAPTION>
                                                                     Three Months Ended March 31,
                                              ------------------------------------------------------------------------
                                                              2001                                 2000
                                              -----------------------------------  -----------------------------------
                                                Income       Shares     Per-Share    Income        Shares    Per-Share
                                              (Numerator) (Denominator)   Amount   (Numerator) (Denominator)   Amount
                                              ----------- ------------- ---------  ----------- ------------- ---------
                                                        (Dollars in thousands, except per share data)
<S>                                           <C>         <C>           <C>        <C>         <C>           <C>
Basic earnings per share:
 Income available to
  common shareholders                         $    14,078    23,018,839 $     .61  $    13,109    23,780,241 $     .55
                                                   ======                   =====       ======                   =====
Effect of dilutive securities:
 Stock options                                                  474,394                              173,755
                                                             ----------                           ----------
Diluted earnings per share:
 Income available to common
  shareholders plus assumed
  conversions                                 $    14,078    23,493,233 $     .60  $    13,109    23,953,996 $     .55
                                                   ======    ==========     =====       ======    ==========     =====
</TABLE>

                                       8
<PAGE>

(3)  Commitments and Contingencies

     At March 31, 2001, the Bank had outstanding commitments to originate and
purchase loans of $502.6 million, of which $361.7 million were fixed-rate loans,
with rates ranging from 6.13% to 8.50%, and $140.9 million were adjustable-rate
loans. At March 31, 2001, commitments to sell loans were $165.3 million.

     At March 31, 2001, the Bank had outstanding standby letters of credit
totaling $14.4 million, two of which totaled $13.3 million to enhance a
developer's industrial revenue bond financings of commercial real estate in the
Bank's market. These two letters of credit are collateralized by mortgage-backed
securities and U.S. Government and agency securities owned by the Bank.
Additionally, the Company had outstanding standby letters of credit totaling
$6.7 million related to real estate development improvements.

(4)  Statement of Cash Flows

     For purposes of reporting cash flows, cash and cash equivalents include
cash and due from banks, interest-bearing deposits and federal funds sold.
Generally, federal funds are sold for one-day periods and interest-bearing
deposits mature within one day to three months.

(5)  Reclassifications

     Certain reclassifications of 2000 amounts have been made to conform with
current period presentations.

(6)  Segment Information

     The Company utilizes the "management approach" for segment reporting. This
approach is based on the way that a chief decision maker for the Company
organizes segments for making operating decisions and assessing performance.

     The Company operates two separate lines of business. The Bank operates
primarily as a retail bank, participating in residential mortgage portfolio
lending, deposit gathering and offering other financial services mainly to
individuals. Land development consists primarily of developing raw land for
residential use and sale to builders. Selected segment information is included
in the tables below:

<TABLE>
<CAPTION>
                                             At or For the Three Months Ended March 31, 2001
                                          -----------------------------------------------------
                                          Retail       Land                        Consolidated
                                          Banking   Development   Eliminations         Total
                                          -------   -----------   ------------     ------------
                                                         (In thousands)
<S>                                   <C>           <C>           <C>              <C>
Interest income                       $    89,159             -            (12)          89,147
Interest expense                           56,649            12            (12)          56,649
                                        ---------        ------        -------        ---------
  Net interest income                      32,510           (12)             -           32,498
Non-interest income                         6,510         3,349              -            9,859
Non-interest expense                       19,602           346              -           19,948
                                        ---------        ------        -------        ---------
Income before income taxes                 19,418         2,991              -           22,409
Income tax expense                          7,145         1,186              -            8,331
                                        ---------        ------        -------        ---------
Net income                            $    12,273         1,805              -           14,078
                                        =========        ======        =======        =========
Average assets                        $ 5,114,236        14,421              -        5,128,657
                                        =========        ======        =======        =========
</TABLE>

                                       9
<PAGE>

(6)  Segment Information (continued)

<TABLE>
<CAPTION>
                                                              At or For the Three Months Ended March 31, 2000
                                                           ------------------------------------------------------
                                                           Retail        Land                        Consolidated
                                                           Banking    Development    Eliminations        Total
                                                           -------    -----------    ------------    ------------
                                                                             (In thousands)
<S>                                                    <C>            <C>            <C>             <C>
Interest income                                        $    80,185              -             (94)         80,091
Interest expense                                            49,548             94             (94)         49,548
                                                         ---------         ------         -------       ---------
  Net interest income (loss)                                30,637            (94)              -          30,543
Provision for loan losses                                      300              -               -             300
                                                         ---------         ------         -------       ---------
  Net interest income (loss) after provision                30,337            (94)              -          30,243
Non-interest income                                          5,284          2,475               -           7,759
Non-interest expense                                        17,395            291               -          17,686
                                                         ---------         ------         -------       ---------
Income (loss) before income taxes                           18,226          2,090               -          20,316
Income tax expense (benefit)                                 6,466            741               -           7,207
                                                         ---------         ------         -------       ---------
Net income (loss)                                      $    11,760          1,349               -          13,109
                                                         =========         ======         =======       =========
Average assets                                         $ 4,712,903         18,173               -       4,731,076
                                                         =========         ======         =======       =========
</TABLE>

(7)  New Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board, ("FASB") issued
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities."
This Statement establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires all derivatives to be
recognized as either assets or liabilities in the statement of financial
condition and to be measured at fair value. As issued, the Statement is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
In June 1999, the FASB issued SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB No.
133." The Statement is effective upon issuance and it amends SFAS No. 133 to be
effective for all fiscal quarters of fiscal years beginning after June 30, 2000.
The Company adopted these statements as of January 1, 2001, and this
implementation did not have a material impact on its financial position or
results of operations. On January 1, 2001, the Company transferred $92.9 million
of investment and mortgage-backed securities with a market value of $92.4
million from the held-to-maturity category to the available-for-sale category as
allowed upon adoption of SFAS No. 133.

     In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities." SFAS No.
140 supercedes and replaces FASB SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities." Accordingly,
SFAS No. 140 is now the authoritative accounting literature for transfers and
servicing of financial assets and extinguishments of liabilities. SFAS No. 140
also includes several additional disclosure requirements in the area of
securitized financial assets and collateral arrangements. The provisions of SFAS
No. 140 related to transfers of financial assets are to be applied to all
transfers of financial assets occurring after March 31, 2001. The collateral
recognition and disclosure provisions in SFAS No. 140 are effective for fiscal
years ending after December 15, 2000. The Company anticipates that the adoption
of SFAS No. 140 will not have a material impact on the Company's results of
operation.

                                       10
<PAGE>

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Cautionary Statement Regarding Forward-Looking Information

     This report, in Item 2. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere, contains, and other periodic
reports and press releases of the Company may contain, certain forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
Company intends such forward-looking statements to be covered by the safe harbor
provisions for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995, and is including this statement for purposes of
invoking these safe harbor provisions. Forward-looking statements, which are
based on certain assumptions and describe future plans, strategies and
expectations of the Company, are generally identifiable by use of the words
"believe," "expect," "intend," "anticipate," "estimate," "project," "plan," or
similar expressions. The Company's ability to predict results or the actual
effect of future plans or strategies is inherently uncertain and actual results
may differ from those predicted. Factors which could have a material adverse
effect on the operations and future prospects of the Company and the
subsidiaries include, but are not limited to unanticipated changes in interest
rates, general economic conditions, legislative/regulatory changes, monetary and
fiscal policies of the U.S. Government, including policies of the U.S. Treasury
and the Federal Reserve Board, the quality or composition of the Company's loan
or investment portfolios, demand for loan products and secondary mortgage market
conditions, deposit flows, competition, demand for financial services and
residential real estate in the Company's market area, unanticipated problems in
closing pending real estate contracts, delays in real estate development
projects, the possible short-term dilutive effect of potential acquisitions, and
changes in accounting principles, policies and guidelines. These risks and
uncertainties should be considered in evaluating forward-looking statements and
undue reliance should not be placed on such statements. The Company undertakes
no obligation to update forward-looking statements for the effect of future
events.

General

     MAF Bancorp, Inc. ("Company"), is a registered savings and loan holding
company incorporated under the laws of the state of Delaware and is primarily
engaged in the retail banking business through its wholly-owned subsidiary, Mid
America Bank, fsb ("Bank"), and secondarily, in the land development business
primarily through MAF Developments, Inc.

    The Bank is a consumer-oriented financial institution offering various
financial services to its customers through 27 retail banking offices. The
Bank's market area is generally defined as the western suburbs of Chicago,
including DuPage County, western Cook County, northern Will County, eastern Kane
County, as well as the northwest and southwest sides of Chicago. It is
principally engaged in the business of attracting deposits from the general
public and using such deposits, along with other borrowings, to make loans
secured by real estate, primarily one- to four-family residential mortgage
loans. To a lesser extent, the Bank also makes multi-family mortgage,
residential construction, land acquisition and development and a variety of
consumer loans. The Bank also has a small portfolio of commercial real estate
loans. Through two wholly-owned subsidiaries, MAF Developments, and NW
Financial, Inc., the Company and the Bank are also engaged in primarily
residential real estate development activities. Additionally, the Bank operates
an insurance agency, Mid America Insurance Agency, Inc., which provides general
insurance services, a title agency, Centre Point Title Services, Inc., which
provides general title services for the Bank's loan customers, Mid America
Investment Services, Inc., which offers investment services and securities
brokerage primarily to Bank customers through its affiliation with INVEST, a
registered broker-dealer, and MAF Realty Co., LLC III, the holding company of
MAF Realty Co., LLC IV, a real estate investment trust.

                                       11
<PAGE>

     The banking industry has and continues to experience consolidation both
nationally and in the local Chicago area. As it has in recent years, the Company
expects to continue to search for and evaluate potential acquisition
opportunities that will enhance franchise value and may periodically be
presented with opportunities to acquire other institutions, branches or deposits
in the markets it serves, or which allow the Company to expand outside its
current primary market areas of DuPage County and the City of Chicago.
Management intends to review acquisition opportunities across a variety of
parameters, including the potential impact on its financial condition as well as
its financial performance in the future. It is anticipated that future
acquisitions, if any, will likely be valued at a premium to book value, and
generally at a premium to current market value. As such, management anticipates
that acquisitions made by the Company could involve some short-term book value
per share dilution and earnings per share dilution depending on the Company's
success in integrating the operations of businesses acquired and the level of
cost savings and revenue enhancements that may be achieved.

Regulation and Supervision

     As a federally chartered savings bank, the Bank's deposits are insured up
to the applicable limits by the Federal Deposit Insurance Corporation ("FDIC").
The Bank is a member of the Federal Home Loan Bank ("FHLB") of Chicago, which is
one of the twelve regional banks for federally insured savings institutions
comprising the FHLB system. The Bank is regulated by the Office of Thrift
Supervision ("OTS") and the FDIC. The Bank is further regulated by the Board of
Governors of the Federal Reserve System as to reserves required to be maintained
against deposits and certain other matters. Such regulation and supervision
establishes a comprehensive framework of activities in which an institution can
engage and is intended primarily for the protection of the insurance fund and
depositors. The regulatory structure also gives the regulatory authorities
extensive discretion in connection with their supervisory and enforcement
activities. Any change in such regulation, whether by the OTS, the FDIC or
Congress could have a material impact on the Company and its operations.

Capital Standards. Savings associations must meet three capital requirements:
core and tangible capital to total assets ratios as well as a regulatory capital
to total risk-weighted assets ratio. The minimum level required for each of
these capital standards is established by regulation. The Company has managed
its balance sheet so as to reasonably exceed these minimums.

         Core Capital Requirement

     The core capital requirement, or the required "leverage limit," currently
requires a savings institution to maintain core capital of not less than 3% of
adjusted total assets. For the Bank, core capital generally includes common
stockholders' equity (including retained earnings), and minority interests in
the equity accounts of fully consolidated subsidiaries, less intangibles other
than certain servicing rights. Investments in and advances to subsidiaries
engaged in activities not permissible for national banks are also required to be
deducted in computing core capital.

         Tangible Capital Requirement

     Under OTS regulation, savings institutions are required to meet a minimum
tangible capital requirement of 1.5% of adjusted total assets. Tangible capital
is defined as core capital less any intangible assets, plus purchased mortgage
servicing rights in an amount includable in core capital.

                                       12
<PAGE>

         Risk-Based Capital Requirement

     The risk-based capital requirement provides that savings institutions
maintain total capital equal to not less than 8% of total risk-weighted assets.
For purposes of the risk-based capital computation, total capital is defined as
core capital, as defined above, plus supplementary capital, primarily general
loan loss reserves (limited to a maximum of 1.25% of total risk-weighted
assets.) In computing total capital, the supplementary capital included cannot
exceed 100% of core capital.

     At March 31, 2001, the Bank was in compliance with all of its capital
requirements as follows:

<TABLE>
<CAPTION>
                                                  March 31, 2001            December 31, 2000
                                               ---------------------      ---------------------
                                                          Percent of                 Percent of
                                                 Amount     Assets          Amount     Assets
                                               ---------  ----------      ---------  ----------
                                                           (Dollars in thousands)
<S>                                          <C>          <C>           <C>          <C>
Stockholder's equity of the Bank             $   400,130      7.63%     $   394,474      7.63%
                                               =========    ======        =========    ======

Tangible capital                             $   328,010      6.35%     $   321,931      6.32%
Tangible capital requirement                      77,534      1.50           76,408      1.50
                                               ---------    ------        ---------    ------
Excess                                       $   250,476      4.85%     $   245,523      4.82%
                                               =========    ======        =========    ======

Core capital                                 $   328,010      6.35%     $   321,931      6.32%
Core capital requirement                         155,067      3.00          152,816      3.00
                                               ---------    ------        ---------    ------
Excess                                       $   172,943      3.35%     $   169,115      3.32%
                                               =========    ======        =========    ======

Core and supplementary capital               $   342,050     11.86%     $   336,801     11.98%
Risk-based capital requirement                   230,637      8.00          224,878      8.00
                                               ---------    ------        ---------    ------
Excess                                       $   111,413      3.86%     $   111,923      3.98%
                                               =========    ======        =========    ======

Total Bank assets                            $ 5,241,798                $ 5,168,163
Adjusted total Bank assets                     5,168,916                  5,093,883
Total risk-weighted assets                     2,955,846                  2,885,260
Adjusted total risk-weighted assets            2,882,964                  2,810,981
Investment in Bank's real estate subsidiaries      2,455                      2,445
                                               =========                  =========
</TABLE>

     A reconciliation of consolidated stockholder's equity of the Bank for
financial reporting purposes to capital available to the Bank to meet regulatory
capital requirements is as follows:

<TABLE>
<CAPTION>
                                                                       March 31,     December 31,
                                                                          2001           2000
                                                                       ---------     ------------
                                                                             (In thousands)
<S>                                                                   <C>            <C>
Stockholder's equity of the Bank                                      $  400,130        394,474
Goodwill                                                                 (61,151)       (61,962)
Core deposit intangibles                                                  (6,562)        (6,902)
Non-permissible subsidiary deduction                                      (2,455)        (2,445)
Non-includable purchased mortgage servicing rights                          (550)          (511)
Regulatory capital adjustment for available for sale securities           (1,402)          (723)
                                                                        --------       --------
  Tangible and core capital                                              328,010        321,931
Recourse on loan sales                                                    (4,239)        (3,388)
General loan loss reserves                                                18,279         18,258
                                                                        --------       --------
  Core and supplementary capital                                      $  342,050        336,801
                                                                        ========       ========
</TABLE>

                                       13
<PAGE>

Changes in Financial Condition

     Total assets of the Company were $5.26 billion at March 31, 2001, an
increase of $66.3 million, or 1.3% from $5.20 billion at December 31, 2000. The
increase is primarily due to an increase in investment securities and loans
receivable funded by an increase in deposits. The current quarter growth rate in
total assets is slower than the Bank has experienced in the past, and is a
direct result of declining long-term interest rates. Such declines have led to a
higher level of mortgage prepayments, and borrowers preferring fixed-rate
mortgage loans, which the Bank sells into the secondary market. Currently,
management expects this more modest growth rate to continue for the remainder of
2001.

     Cash and short-term investments totaled a combined $255.7 million at March
31, 2001, a decrease of $14.8 million from the combined balance of $270.5
million at December 31, 2000.

     Investment securities available for sale increased $54.7 million to $229.2
million at March 31, 2001. The Company transferred $12.6 million of investment
securities with a market value of $13.3 million from the held-to-maturity
category to the available for sale category on January 1, 2001 as allowed upon
adoption of SFAS No. 133. The remaining increase is due to $56.1 million in
purchases of primarily agency debt securities, corporate bonds and preferred
stock offset by maturities of $13.3 million of primarily asset-backed and U.S.
Agency securities, and sales of $1.6 million of equity securities. The increased
investment securities purchase activity is due to the fixed rate loan
origination market which is resulting in the redeployment of loan sale proceeds
into other investments. The Company recognized a gain of $170,000 on the sale of
investment securities available for sale during the three months ended March 31,
2001.

     Mortgage-backed securities available for sale increased $86.0 million to
$110.1 million at March 31, 2001, primarily due to the transfer of $80.3 million
of mortgage-backed securities with a market value of $79.1 million from the
held-to-maturity category to the available for sale category on January 1, 2001
as allowed upon adoption of SFAS No. 133. The remaining increase is due to
purchases of GNMA mortgage-backed securities and Collaterized Mortgage
Obligations ("CMO") totaling $11.3 million, offset by normal amortization and
prepayments.

     Included in mortgage-backed securities classified as available for sale are
$57.2 million of CMO securities at March 31, 2001, the majority of which are
collateralized by FNMA, FHLMC and GNMA mortgage-backed securities, and to a
lesser extent by whole loans.

     Loans receivable, including loans held for sale, increased $37.5 million,
or .9%, to $4.37 billion at March 31, 2001. The Bank originated $515.5 million
of loans during the three-month period ended March 31, 2001, compared to $306.9
million during the prior year period. The higher loan origination volume was
primarily due to an increase in mortgage refinance activity as rates have
decreased in recent months compared to the prior year. Offsetting this increase
in loan balances were amortization and prepayments totaling $350.0 million, as
well as loan sales of $126.3 million. Loans receivable held for sale increased
to $162.4 million as of March 31, 2001, compared to $41.1 million at December
31, 2000. The large increase in loans held for sale is due to the increase in
fixed-rate loan originations during the quarter. The Bank typically sells its
fixed-rate loan originations into the secondary market.

     The allowance for loan losses totaled $18.3 million at March 31, 2001, an
increase of $21,000 from the balance at December 31, 2000, due to net recoveries
for the period. The Bank's allowance for loan losses to total loans outstanding
was .43% at March 31, 2001, compared to .42% at December 31, 2000.
Non-performing loans increased $1.2 million to $17.9 million at March 31, 2001,
compared to $16.7 million at December 31, 2000. As a percentage of total loans
receivable, the level of non-performing loans was .42% at March 31, 2001,
compared to .39% at December 31, 2000. The ratio of the allowance for loan
losses to non-performing loans was 102.3% at March 31, 2001 compared to 109.3%
at December 31, 2000, and 108.1% at March 31, 2000.

                                       14
<PAGE>

     In determining the allowance for loan losses and the related provision for
loan losses, management considers: (1) subjective factors, including local and
general economic business factors and trends, portfolio concentrations and
changes in the size and/or general terms of the loan portfolio, (2) historical
loss experience which has ranged from 1 to 14 basis points as a percentage of
outstanding loans over the last five years, and (3) specific allocations based
upon probable losses identified during the review of the portfolio.

     Foreclosed real estate decreased $463,000 to $1.3 million at March 31, 2001
primarily due to the sale of 11 single family homes offset by the addition of
five single family homes.

     Real estate held for development or sale decreased $4.8 million to $7.9
million at March 31, 2001 primarily due to lot sales in its Tallgrass
subdivision. A summary of the carrying value of real estate held for development
or sale follows:

<TABLE>
<CAPTION>
                                                                 March 31,   December 31,
                                                                   2001          2000
                                                                 -------       --------
                                                                     (In thousands)
        <S>                                                    <C>           <C>
        Tallgrass of Naperville                                $   3,162          8,041
        Shenandoah                                                 4,435          4,387
        Woodbridge                                                   290            290
                                                                 -------        -------
                                                               $   7,887         12,718
                                                                 =======        =======
</TABLE>

     The Company had 85 lot sales in Tallgrass of Naperville during the three
months ended March 31, 2001. At March 31, 2001, 288 lots remain in Tallgrass,
with 19 under contract. The balance of the Shenandoah project reflects the
Company's purchase, in the second quarter of 2000, of 182 acres of land in
Plainfield, Illinois. The project is currently expected to yield 365 lots, with
development expected to commence in late 2001. The remaining balance of the
Woodbridge project consists of two parcels of commercial property totaling 3.5
acres. At March 31, 2001, one of the two remaining parcels is under contract
with the Bank, and expected to be used for future branch expansion, while the
other is under contract and expected to be sold in the second half of 2001 at a
pre-tax profit of approximately $550,000. Another new residential project,
consisting of 123 acres in Sugar Grove, Illinois, is currently under contract
and assuming the parcel is acquired, lot sales are expected to begin in late
2002.

     Deposits increased $92.9 million, to $3.07 billion at March 31, 2001. After
consideration of interest of $29.7 million credited to accounts during the three
months ended March 31, 2001, actual cash inflows were $63.3 million.

     Borrowed funds, which consist primarily of FHLB of Chicago advances,
decreased $44.0 million to $1.68 billion at March 31, 2001. The decrease is
primarily attributable to a net $50.0 million decrease in FHLB of Chicago
borrowings due to repayments utilizing deposit inflows and excess liquidity from
higher loan sales resulting from increased fixed-rate loan originations.
Borrowings at March 31, 2001 also include $10.0 million drawn on the Company's
revolving line of credit compared to $4.0 million at December 31, 2000. These
funds have been used primarily to fund the Company's stock buyback program.

     Stockholders' equity increased $2.9 million, or .8% at March 31, 2001,
primarily due to net income of $14.1 million and an increase in accumulated
other comprehensive income of $597,000, offset by stock repurchases of $9.8
million and cash dividends paid of $2.3 million.

                                       15
<PAGE>

Asset Quality

     Non-Performing Assets. A loan (whether considered impaired or not) is
classified as non-accrual when collectibility is in doubt. Generally, when a
loan is 90 days or more past due, in the process of foreclosure, or in
bankruptcy, the full amount of previously accrued but unpaid interest is
deducted from interest income. Income is subsequently recorded to the extent
cash payments are received, or at the time when the loan is brought current in
accordance with its original terms. This policy is applied consistently for all
types of loans in the loan portfolio.

     For the quarter ended March 31, 2001, interest on non-accrual loans that
would have been recorded as income, had they been performing according to their
original terms, amounted to $297,000, compared to $312,000 for the three months
ended March 31, 2000.

     Delinquent Loans. Delinquencies in the Bank's portfolio at the dates
indicated were as follows:

<TABLE>
<CAPTION>
                                      61-90 Days                     91 Days or More
                            -----------------------------    ------------------------------
                                     Principal                        Principal
                            Number   Balance of   Percent    Number   Balance of    Percent
                              Of     Delinquent     Of         Of     Delinquent      Of
                            Loans      Loans       Total     Loans      Loans        Total
                            ------   ----------   -------    ------   ----------    -------
                                                 (Dollars in thousands)
<S>                         <C>      <C>          <C>        <C>      <C>           <C>
March 31, 2001                 37      $ 4,745       .10%      123      $15,749       .35%
                               ==       ======       ====      ===       ======       ====
December 31, 2000              50      $ 4,084       .10%      115      $14,764       .34%
                               ==       ======       ====      ===       ======       ====
September 30, 2000             36      $ 4,004       .09%      119      $14,693       .35%
                               ==       ======       ====      ===      =======       ====
June 30, 2000                  42      $ 3,665       .09%      111      $14,047       .34%
                               ==       ======       ====      ===       ======       ====
March 31, 2000                 40      $ 4,370       .11%      122      $14,254       .36%
                               ==       ======       ====      ===       ======       ====
</TABLE>

                                       16
<PAGE>

      Loan Portfolio Composition. The following table sets forth the composition
of the Bank's loan portfolio in dollar amounts at the dates indicated:

<TABLE>
<CAPTION>
                                                                                            At
                                                         --------------------------------------------------------------------------
                                                          3/31/01     12/31/00     9/30/00      6/30/00      3/31/00      12/31/99
                                                         ---------   ----------   ----------   ---------    ---------     ---------
                                                                                      (In thousands)
              <S>                                     <C>            <C>          <C>          <C>          <C>           <C>
              Real estate loans:
               One- to four-family:
                 Held for investment                  $  3,714,537    3,807,980    3,783,956   3,723,765    3,581,604     3,479,425
                 Held for sale                             162,355       41,074       52,156      35,973       37,899        12,601
               Multi-family                                171,883      173,072      168,128     165,309      162,666       164,878
               Commercial                                   46,483       41,223       40,730      41,919       40,142        38,817
               Construction                                 31,985       29,566       26,866      30,621       27,529        27,707
               Land                                         40,752       40,497       35,114      34,272       29,143        28,602
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                 Total real estate loans                 4,167,995    4,133,412    4,106,950   4,031,859    3,878,983     3,752,030

              Other loans:
               Consumer loans:
                 Equity lines of credit                    154,009      146,020      132,894     120,835      106,503        99,099
                 Home equity loans                          60,551       64,465       63,307      59,736       51,746        48,397
                 Other                                       4,735        4,783        4,720       4,746        4,751         4,757
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                  Total consumer loans                     219,295      215,268      200,921     185,317      163,000       152,253
               Commercial business loans                     3,162        3,528        3,485       3,387        3,399         3,132
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                 Total other loans                         222,457      218,796      204,406     188,704      166,399       155,385
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                 Total loans receivable                  4,390,452    4,352,208    4,311,356   4,220,563    4,045,382     3,907,415

              Less:
               Loans in process                             12,949       12,912       11,297      12,837       11,467        11,893
               Unearned discounts, premiums
                 and deferred loan expenses, net            (6,416)      (7,076)      (6,960)     (6,641)      (6,408)       (6,323)
               Allowance for loan losses                    18,279       18,258       18,167      17,870       17,567        17,276
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                 Total loans receivable, net             4,365,640    4,328,114    4,288,852   4,196,497    4,022,756     3,884,569
              Loans receivable held for sale              (162,355)     (41,074)     (52,156)    (35,973)     (37,899)      (12,601)
                                                         ---------    ---------    ---------   ---------    ---------     ---------
                 Loans receivable, net                $  4,203,285    4,287,040    4,236,696   4,160,524    3,984,857     3,871,968
                                                         =========    =========    =========   =========    =========     =========
</TABLE>



                                       17
<PAGE>

      Non-performing assets. The following table sets forth information
      regarding non-accrual loans, loans which are 91 days or more delinquent
      but on which the Bank is accruing interest, foreclosed real estate and
      non-accrual investment securities of the Bank.

<TABLE>
<CAPTION>
                                                                                                         At
                                                                              ------------------------------------------------------
                                                                              3/31/01  12/31/00   9/30/00   6/30/00 3/31/00 12/31/99
                                                                              -------  --------  --------   ------- ------- --------
                                                                                                   (In thousands)
              <S>                                                     <C>              <C>        <C>       <C>      <C>    <C>
              Non-performing loans:
              One- to four-family and multi-family loans:

                Non-accrual loans                                           $  16,627   14,023     13,398    13,211   13,624  12,548
                Accruing loans 91 days or more overdue                              -    1,732      1,557       608      529     771
                                                                              -------   ------    -------   -------   ------  ------
                  Total                                                        16,627   15,755     14,955    13,819   14,153  13,319
                                                                              -------   ------    -------   -------   ------  ------
              Commercial real estate, construction and land loans:
                Non-accrual loans                                                 321      269        405       451      632     607
                Accruing loans 91 days or more overdue                              -        -          -         -        -       -
                                                                              -------   ------    -------   -------   ------  ------
                  Total                                                           321      269        405       451      632     607
                                                                              -------   ------    -------   -------   ------  ------
              Other loans:
                Non-accrual loans                                                 921      683        608       988    1,445   1,683
                Accruing loans 91 days or more overdue                              -        2          6         4       24      41
                                                                              -------   ------    -------   -------   ------  ------
                Total                                                             921      685        614       992    1,469   1,724
                                                                              -------   ------     ------   -------   ------  ------
              Total non-performing loans:
                  Non-accrual loans                                            17,869   14,975     14,411    14,650   15,701  14,838
                  Accruing loans 91 days or more overdue                            -    1,734      1,563       612      553     812
                                                                              -------   ------    -------   -------   ------  ------
                   Total                                                    $  17,869   16,709     15,974    15,262   16,254  15,650
                                                                              =======   ======    =======   =======   ======  ======
              Non-accrual loans to total loans                                    .42      .35        .34       .35      .40     .38
              Accruing loans 91 days or more overdue to total loans                 -      .04        .04       .01      .01     .02
                                                                              -------   ------    -------   -------   ------  ------
                       Non-performing loans to total loans                        .42      .39        .38       .36      .41     .40
                                                                              =======   ======    =======   =======   ======  ======
              Foreclosed real estate (net of related reserves):
                One- to four-family                                         $   1,345    1,762      1,221       410    1,454   1,220
                Commercial, construction and land                                   -       46        100       571    6,767   6,195
                                                                              -------   ------     ------   -------   ------  ------
                  Total                                                     $   1,345    1,808      1,321       981    8,221   7,415
                                                                              =======   ======    =======   =======   ======  ======
              Non-performing loans and foreclosed real estate
                to total loans and foreclosed real estate                         .45       .43        .41      .39      .61     .59
                                                                              =======   =======   ========  =======   ======  ======
              Total non-performing assets                                   $  19,214    18,517     17,295   16,243   24,475  23,065
                                                                              =======   =======   ========  =======   ======  ======
              Total non-performing assets to total assets                         .37       .36        .34      .33      .51     .50
                                                                              =======   =======   ========  =======   ======  ======
</TABLE>

                                       18
<PAGE>

Liquidity and Capital Resources

     The Company's principal sources of funds are cash dividends paid by the
Bank and MAF Developments, and liquidity generated by borrowings or the issuance
of common stock. The Company's principal uses of funds are interest payments on
the Company's term loan and revolving line of credit, cash dividends to
shareholders, loans to and investments in MAF Developments, as well as
investment purchases, stock repurchases and debt repayment. The Company also
maintains a one-year, $25.0 million unsecured revolving line of credit from a
commercial bank, due and renewable annually on May 31. At March 31, 2001, the
Company had $10.0 million outstanding under this line of credit. For the three-
month period ended March 31, 2001, the Company received $7.5 million in
dividends from the Bank and declared common stock dividends of $.10 per share,
or $2.3 million. During the three-months ended March 31, 2001, the Company
repurchased 363,900 shares of its common stock at an average price of $26.96 per
share, for a total of $9.8 million.

     The Bank's principal sources of funds are deposits, advances from the FHLB
of Chicago, reverse repurchase agreements, principal repayments on loans and
mortgage-backed securities, proceeds from the sale of loans and funds provided
by operations. While scheduled loan and mortgage-backed securities amortization
and maturing investment securities are a relatively predictable source of funds,
deposit flows and loan and mortgage-backed securities prepayments are greatly
influenced by economic conditions, the general level of interest rates and
competition. The Bank utilizes particular sources of funds based on comparative
costs and availability. The Bank generally manages the pricing of its deposits
to maintain a steady deposit balance, but has from time to time decided not to
pay rates on deposits as high as its competition, and when necessary, to
supplement deposits with longer term and/or less expensive alternative sources
of funds. During the current three-month period the Bank borrowed $80.0 million
of primarily fixed and variable rate FHLB of Chicago advances and repaid $130.0
million.

     During the three months ended March 31, 2001, the Bank originated and
purchased loans totaling $515.5 million compared with $306.9 million during the
same period a year ago. Loan sales and swaps for the three months ended March
31, 2001, were $126.3 million, compared to $35.7 million for the prior year
period. The Bank has outstanding commitments to originate and purchase loans of
$502.6 million and commitments to sell or swap loans of $165.3 million at March
31, 2001. At March 31, 2001, the Company believes that it has sufficient cash to
fund its outstanding commitments or will be able to obtain the necessary funds
from outside sources to meet its cash requirements.

Asset/Liability Management

     As part of its normal operations, the Bank is subject to interest-rate risk
on the interest-sensitive assets it invests in and the interest-sensitive
liabilities it borrows. The Bank's exposure to interest rate risk is reviewed at
least quarterly by the Bank's asset/liability management committee ("ALCO") and
the Board of Directors of the Company. The ALCO, which includes members of
senior management, monitors the rate and sensitivity repricing characteristics
of the individual asset and liability portfolios the Bank maintains and
determines risk management strategies.

     The Bank utilizes an interest rate sensitivity gap analysis to monitor the
relationship of maturing or repricing interest-earning assets and
interest-bearing liabilities, while maintaining an acceptable interest rate
spread. Interest rate sensitivity gap is defined as the difference between the
amount of interest-earning assets maturing or repricing within a specific period
of time and the amount of interest-bearing liabilities maturing or repricing
within that same period of time, and is usually analyzed at a period of one
year. Generally, a negative gap, where more interest-bearing liabilities are
repricing or maturing than interest-earning assets, would tend to result in a
reduction in net interest income in a period of rising interest rates.
Conversely, during a period of falling interest rates, a negative gap would
likely result in an improvement in net interest income. Management's goal is to
maintain its cumulative one-year gap

                                       19
<PAGE>

within the range of (15)% to 15%. The gap ratio fluctuates as a result of market
conditions and management's expectation of future interest rate trends. The
Bank's asset/liability management strategy emphasizes, for its own portfolio,
the origination of one- to four-family adjustable-rate loans and other loans
which have shorter terms to maturity or reprice more frequently than fixed-rate
mortgage loans, yet provide a positive margin over the Bank's cost of funds.

     The Bank, except as noted below, has not used derivative financial
instruments such as interest rate swaps, caps, floors, options or similar
financial instruments to manage its interest rate risk. However, in conjunction
with its origination and sale strategy, management does hedge the Bank's
exposure to interest rate risk primarily by committing to sell fixed-rate
mortgage loans for future delivery. Under these commitments, the Bank agrees to
sell fixed-rate loans at a specified price and at a specified future date. The
sale of fixed-rate mortgage loans for future delivery has enabled the Bank to
continue to originate new mortgage loans, and to generate gains on sale of these
loans as well as loan servicing fee income, while maintaining its gap ratio
within the parameters discussed above. Most of these forward sale commitments
are conducted with FNMA and FHLMC with respect to loans that conform to the
requirements of these government agencies. The forward commitment of mortgage
loans presents a risk to the Bank if the Bank is not able to deliver the
mortgage loans by the commitment expiration date. If this should occur, the Bank
would be required to pay a fee to the buyer. The Bank attempts to mitigate this
risk by charging potential retail borrowers a 1% fee to fix the interest rate,
or by requiring the interest rate to float at market rates until shortly before
closing. In addition, the Bank uses U.S. Treasury bond futures contracts to
hedge some of the mortgage pipeline exposure. These futures contracts are used
to hedge mortgage loan production in those circumstances where loans are not
sold forward as described above.

     The table on the next page sets forth the scheduled repricing or maturity
of the Bank's assets and liabilities at March 31, 2001. The table uses
management's assumptions regarding prepayment percentages on loans and mortgage-
backed securities, based on its current experience in these portfolios. The Bank
uses the withdrawal assumptions used by the FHLB of Chicago with respect to NOW,
checking and passbook accounts, which are 17.0%, 17.0%, 17.0%, 16.0%, and 33.0%,
respectively. Investment securities and FHLB advances that contain call
provisions at the option of the issuer or lender are generally shown in the
category relating to their respective final maturities. However, due to recent
volatility in market interest rates, $39.8 million of investment securities with
final maturities ranging from 78 to 101 months, but callable in 6 months or less
are categorized in the 6 months or less category in anticipation of their call.
Additionally, $85.0 million of FHLB advances with final remaining maturities
ranging from 56 to 86 months, but callable in 6 months or less in anticipation
of their call by the lender.

     The effect of these assumptions is to quantify the dollar amount of items
that are interest-sensitive and may be repriced within each of the periods
specified. Certain shortcomings are inherent in using gap analysis to quantify
exposure to interest rate risk. For example, although certain assets and
liabilities may have similar maturities or repricings in the table, they may
react differently to actual changes in market interest rates. The interest rates
on certain types of assets and liabilities may fluctuate in advance of changes
in market interest rates, while interest rates on other types may lag behind
changes in market rates. This is especially true in circumstances where
management has a certain amount of control over interest rates, such as the
pricing of deposits. Additionally, certain assets such as hybrid adjustable-rate
mortgage loans have features that restrict changes in interest rates on a
short-term basis and over the life of the asset. Finally, as interest rates
change, loan prepayment rates will differ from those rates assumed by management
for presentation purposes in the table.

                                       20
<PAGE>

     Although management believes that its asset/liability management strategies
mitigate the potential effects of changes in interest rates on the Bank's
operations, material and prolonged increases in interest rates may adversely
affect the Bank's operations because the Bank's interest-bearing liabilities
which mature or reprice within one year are currently greater than the Bank's
interest-earning assets which mature or reprice within the same period.

<TABLE>
<CAPTION>
                                                                         At March 31, 2001
                                              --------------------------------------------------------------------------
                                                             More than   More Than    More Than
                                                6 Months     6 Months     1 Year     3 Years to  More than
                                                or Less      to 1 Year   to 3 Years   5 Years    5 Years         Total
                                              -----------    ---------- -----------  ----------  -----------   ---------
                                                                            (In thousands)
<S>                                           <C>            <C>         <C>         <C>         <C>         <C>
Interest-earning  assets:
 Loans receivable                            $  867,279        589,912   1,136,440      784,298    1,005,990   4,383,919
 Mortgage-backed securities                      63,666         15,171       9,658        6,613       15,018     110,126
 Interest-bearing deposits                       31,925              -           -            -            -      31,925
 Federal funds sold                             142,648              -           -            -            -     142,648
 Investment securities (1)                      210,366            762      28,560       29,459       46,520     315,667
                                              ---------      ---------   ---------     --------    ---------   ---------
  Total interest-earning assets               1,315,884        605,845   1,174,658      820,370    1,067,528   4,984,285
 Impact of hedging activity  (2)                162,355              -           -            -     (162,355)          -
                                              ---------      ---------   ---------     --------    ---------   ---------
  Total net interest-earning assets adjusted
         for impact of hedging activities     1,478,239        605,845   1,174,658      820,370      905,173   4,984,285
                                              ---------      ---------   ---------     --------    ---------   ---------


Interest-bearing  liabilities:
 NOW and checking accounts                       21,433         19,611      71,777       44,586       94,745     252,152
 Money market accounts                          253,403              -           -            -            -     253,403
 Passbook accounts                               63,639         58,230     213,122      132,386      281,320     748,697
 Certificate accounts                           803,840        324,277     484,859       39,007        6,469   1,658,452
 FHLB advances                                  390,000        215,000     500,500      285,000      255,000   1,645,500
 Other borrowings                                39,400              -           -            -            -      39,400
                                              ---------      ---------   ---------     --------    ---------   ---------
  Total interest-bearing liabilities          1,571,715        617,118   1,270,258      500,979      637,534   4,597,604
                                              ---------      ---------   ---------     --------    ---------   ---------
Interest sensitivity gap                     $  (93,476)       (11,273)    (95,600)     319,391      267,639     386,681
                                              =========      =========   =========     ========    =========   =========
Cumulative gap                               $  (93,476)      (104,749)   (200,349)     119,042      386,681
                                              =========      =========   =========     ========    =========
Cumulative gap assets as a percentage
 of total assets                                  (1.78)%        (1.99)      (3.81)        2.26         7.35
Cumulative net interest-earning assets as
 a percentage of interest-bearing
 liabilities                                      94.05%         95.21       94.21       103.01       108.41
</TABLE>


(1) Includes $86.5 million of stock in FHLB of Chicago in 6 months or less.
(2) Represents forward commitments to sell long-term fixed-rate mortgage loans.

                                       21
<PAGE>

Average Balances/Rates

     The following table sets forth certain information relating to the Bank's
consolidated statements of financial condition and reflects the average yield on
assets and average cost of liabilities for the periods indicated. Average yields
and costs are derived by dividing income or expense by the average balance of
assets or liabilities, respectively, for the periods shown. Average balances are
derived from average daily balances. The yield/cost at March 31, 2001 includes
fees which are considered adjustments to yield.
<TABLE>
<CAPTION>
                                                    Three Months Ended March 31,                       At March 31,
                                  ---------------------------------------------------------------
                                               2001                           2000                        2001
                                  ------------------------------ --------------------------------   -------------------
                                                         Average                        Average
                                     Average             Yield/    Average               Yield/                 Yield/
                                     Balance   Interest   Cost     Balance    Interest    Cost       Balance     Cost
                                  ----------- ---------- ------  ----------- ---------- ---------   ---------   ------
                                                            (Dollars in Thousands)
<S>                               <C>        <C>       <C>      <C>            <C>      <C>       <C>           <C>
Assets:
Interest-earning assets:
 Loans receivable                 $4,368,240   80,083    7.34%   $3,950,441     70,705    7.16%     $4,383,919    7.40%
 Mortgage-backed securities          100,853    1,660    6.58       131,473      2,174    6.61         110,126    6.53
 Interest-bearing deposits(1)         30,927      510    6.69        34,133        574    6.75          31,925    5.13
 Federal funds sold (1)              109,306    1,964    7.29       107,658      1,827    6.81         142,648    5.28
 Investment securities (2)           289,321    4,967    6.96       283,994      4,848    6.85         315,667    6.72
                                  ----------   ------            ----------     ------              ----------
  Total interest-earning assets    4,898,647   89,184    7.29     4,507,699     80,128    7.11       4,984,285    7.26
Non-interest earning assets          230,010                        223,377                            277,592
                                  ----------                     ----------                         ----------
  Total assets                    $5,128,657                     $4,731,076                         $5,261,877
                                  ==========                     ==========                         ==========

Liabilities and stockholders'
 equity:

Interest-bearing liabilities:
 Deposits                          2,839,382   31,510    4.50     2,583,165     25,789    4.00      $2,912,704    4.50
 Borrowed funds                    1,659,578   25,139    6.14     1,590,732     23,759    5.99       1,684,900    6.04
                                  ----------   ------            ----------     ------              ----------    -----
  Total interest-bearing
  liabilities                      4,498,960   56,649    5.11     4,173,897     49,548    4.76       4,597,604    5.06
                                               ------    ----                   ------    ----                    ----
Non-interest bearing deposits        134,146                        119,512                            154,425
 Other liabilities                   105,382                         85,350                            119,181
                                  ----------                     ----------                         ----------
  Total liabilities                4,738,488                      4,378,759                          4,871,210
Stockholders' equity                 390,169                        352,317                            390,667
                                  ----------                     ----------                         ----------
  Liabilities and
     stockholders' equity         $5,128,657                     $4,731,076                         $5,261,877
                                  ==========                     ==========                         ==========
Net interest income/interest
     rate spread                               32,535    2.18%                  30,580    2.35%                   2.20%
                                               ======    ====                   ======    ====                    ====

Net earning assets/net yield
  on average interest-earning
  assets                          $  399,687             2.66%   $  333,802               2.71%     $  386,681     N/A
                                  ==========             ====    ==========               ====      ==========    ====

Ratio of interest-earning assets
  to interest-bearing liabilities              108.88%                          108.00%                 108.41%
                                               ======                           ======                  ======
</TABLE>

/(1)/ Includes pro-rata share of interest income received on outstanding drafts
payable.
/(2)/ Income and yields are stated on a taxable equivalent basis.

                                       22
<PAGE>

Rate/Volume Analysis of Net Interest Income

     The following table describes the extent to which changes in interest rates
and changes in the volume of interest-earning assets and interest-bearing
liabilities have affected the Bank's interest income and interest expense during
the periods indicated, on a taxable equivalent basis. Information is provided in
each category with respect to (i) changes attributable to changes in volume
(changes in volume multiplied by prior rate), (ii) changes attributable to
changes in rates (changes in rates multiplied by prior volume), and (iii) the
net change. Changes attributable to the combined impact of volume and rate have
been allocated proportionately to the changes due to volume and the changes due
to rate.

                                            Three Months Ended March 31,2001
                                                       Compared to
                                            Three Months Ended March 31,2000
                                                   Increase (Decrease)
                                             ------------------------------
                                             Volume       Rate        Net
                                             ------     --------    -------
                                                     (In thousands)

Interest-earning assets:
  Loans receivable                          $  7,593      1,785      9,378
  Mortgage-backed securities                    (504)       (10)      (514)
  Interest bearing deposits                      (59)        (5)       (64)
  Federal funds sold                              24        113        137
  Investment securities                           63         56        119
                                              ------     ------     ------
    Total                                      7,117      1,939      9,056
                                              ------     ------     ------

Interest-bearing liabilities:
  Deposits                                     2,543      3,178      5,721
  Borrowed funds                                 869        511      1,380
                                              ------     ------     ------
    Total                                      3,412      3,689      7,101
                                              ------     ------     ------
Net change in net interest income           $  3,705     (1,750)     1,955
                                              ======     ======     ======


Comparison of the Results of Operations for the Three Months Ended March 31,
2001 and 2000

     General - Net income for the three months ended March 31, 2001 was $14.1
million, or $.60 per diluted share, compared to net income of $13.1 million, or
$.55 per diluted share for the three months ended March 31, 2000. The increase
in earnings is primarily due to higher net interest income, higher deposit fee
income, and an increase in income from real estate operations, offset by higher
non-interest expense and income tax expense.

     Net interest income - Net interest income was $32.5 million for the current
quarter, compared to $30.5 million for the quarter ended March 31, 2000, an
increase of $2.0 million or 6.4%. The Company's average interest-earning assets
increased to $4.9 billion for the three months ended March 31, 2001, compared to
$4.5 billion for the three months ended March 31, 2000, while the Company's net
interest margin decreased to 2.66% for the current three month period, compared
to 2.71% in the prior year period. Management currently expects that the recent
200 basis point easing in monetary policy by the Federal Reserve Bank, along
with the recent widening of the difference in long-term and short-term rates,
should result in an increase in a slight improvement in the Bank's net interest
margin by the end of 2001.

                                       23
<PAGE>

     Interest income on loans receivable increased $9.4 million as a result of a
$417.8 million increase in average loans receivable, along with an 18 basis
point increase in the average yield on loans receivable. The increases in
average balance and rate are due to the impact of rising interest rates in 2000
resulting in originations heavily weighted towards ARM loans, which the Bank
generally holds in portfolio. With little difference between ARM origination
rates and long-term mortgage rates, ARM loans originated and held in portfolio
during the first nine months of 2000 were generally at rates in excess of the
weighted average yield on the loan portfolio. Interest income on mortgage-backed
securities decreased $514,000 to $1.7 million for the current quarter, due
primarily to a $30.6 million decrease in average balances and a 3 basis point
decrease in yield. Average balances declined due to normal amortization and
prepayments. Interest income on investment securities increased $119,000 to $5.0
million, due to a $5.3 million increase in the average balance of this
portfolio, and an 11 basis point increase in yield. The increase in investment
balance is primarily due to purchases during the quarter as a result of higher
cash flows from loan sales.

     Interest expense on deposit accounts increased $5.7 million to $31.5
million for the first quarter of 2001, due to a $256.2 million increase in
average deposits compared to the prior year quarter, and a 50 basis point
increase in the average cost of deposits compared to the prior year's three-
month period. Approximately $89.8 million of the growth in average deposits is
attributable to the acquisition of two branch offices since March 31, 2000, with
the remainder of the increase primarily due to an increase in money market and
certificates of deposit balances. The increase in average cost of deposits is
primarily due to the upward repricing of maturing certificates of deposit during
2000. With the recent reduction in U.S. Treasury rates, the Bank expects the
average cost of deposits to stabilize and decline later in 2001.

     Interest expense on borrowed funds increased $1.4 million to $25.1 million,
as a result of a $68.8 million increase in the average balance of borrowed
funds, primarily advances from the FHLB of Chicago, and a 15 basis point
increase in the average cost of borrowed funds. The increase in the average
balance has been primarily for funding loan originations, while the increase in
the average rates has been due to the replacement of maturing and called
advances at higher interest rates.

     Provision for loan losses - The Bank provided no provision for loan losses
during the first quarter of 2001, compared to $300,000 for the 2000 first
quarter. Net recoveries during the 2001 quarter were $21,000 compared to net
charge-offs of $9,000 for the three months ended March 31, 2000. The lack of a
provision this quarter is due to an assessment of a number of factors, including
the stable composition of the loan portfolio, good historical loss experience as
evidenced by net recoveries for the quarter, and the low level of non-performing
assets which is expected to continue. There were no changes in estimation method
or assumptions that impacted the provision for loan loss during the quarter. At
March 31, 2001 and December 31, 2000, the Bank's allowance for loan losses was
$18.3 million, which equaled .43% of total loans receivable at March 31, 2001,
compared to .42% at December 31, 2000. The ratio of the allowance for loan
losses to non-performing loans was 102.3% at March 31, 2001 compared to 109.3%
at December 31, 2000 and 108.1% at March 31, 2000.

     Non-interest income - Non-interest income increased $2.1 million, or 27.1%,
to $9.9 million for the three months ended March 31, 2001, compared to $7.8
million for the three months ended March 31, 2000. The increase is due to
positive results in real estate development income and higher fee income from
deposit account products. Increased gains on sales of loans and investment
securities, were more than offset by lower loan servicing income.

                                       24
<PAGE>

     Lower interest rates, and a higher level of fixed-rate loan originations
led to increased profits from loan sales. Gain on sale of loans increased to
$691,000 for the three months ended March 31, 2001, compared to $57,000 for the
three months ended March 31, 2000. A $240,000 mark-to-market adjustment is
included in gain on sale of loans as a result of valuation of loan commitments
and forward loan sales as derivative instruments under SFAS No. 133, which was
adopted on January 1, 2001. Loan sale volume was $126.3 million, including $19.7
million of current quarter originations that were swapped into mortgage-backed
securities and sold. For the three months ended March 31, 2000, loan sale volume
was $35.7 million. Compared to 2000, during the current year the Bank has begun
to experience a shift in consumers' preferences to fixed-rate mortgage loans,
due in part to a decline in long-term rates. Because the Company generally sells
fixed rate mortgage originations, this change will result in higher mortgage
banking profits, as well as contribute to more moderate balance sheet growth, in
2001.

     Income from real estate operations increased $874,000 to $3.3 million for
the three months ended March 31, 2001 compared to the prior year quarter. A
summary of income from real estate operations follows:

                                           Three Months Ended March 31,
                                       ------------------------------------
                                          2001                     2000
                                       ------------             -----------
                                       # of      Pre-tax   # of     Pre-tax
                                       Lots      Income    Lots     Income
                                       ------    ------   -------   ------
                                             (Dollars in thousands)
Tallgrass of Naperville                    85    $ 3,349       90   $ 2,288
Reigate Woods                               -          -        3        83
Harmony Grove                               -          -        -       104
                                       ------    -------  -------   -------

                                           85    $ 3,349       93   $ 2,475
                                       ======    =======  =======   =======


     The Company sold 85 lots in Tallgrass of Naperville project during the
three months ended March 31, 2001. The significant increase in profit per lot is
primarily due to significantly higher lot prices on current year sales compared
to the prior year, without any appreciable increase in development costs. There
are 19 lots under contract in this 951-lot subdivision at March 31, 2001, with
288 remaining to be sold. Based on the strong demand in Tallgrass, management
currently expects that pre-tax income from real estate development in 2001
should be in the range of $8.0-$9.5 million.

     Deposit account service charges increased $856,000, or 33.3%, to $3.4
million for the three months ended March 31, 2001, primarily due to continued
growth in the number of checking accounts serviced by the Bank and fee
increases. At March 31, 2001, the Bank had approximately 118,400 checking
accounts, compared to 106,100 at March 31, 2000.

     Brokerage commissions decreased $133,000, or 19.6%, to $545,000 for the
three months ended March 31, 2001 compared to the prior year quarter. The
decline in commission income reflects the decrease in brokerage activity as a
result of the declining stock market and slowing economy.

     Loan servicing fee income decreased $819,000 to a net expense of $(263,000)
for the three months ended March 31, 2001, compared to $556,000 for the prior
year quarter. The decrease is primarily due to the sale of $600 million of
servicing rights (approximately half of the Bank's portfolio of loans serviced
for others) in the third quarter of 2000. Amortization of servicing rights was
$614,000 for the three months ended March 31, 2001, compared to $223,000 for the
prior year three-month period. The increase in amortization expense was due to
increased prepayment speeds. In addition, a $215,000 impairment writedown was
taken on mortgage servicing rights due to the impact of higher expected
prepayment speeds on the net present value of expected cash flows from these
servicing rights.

                                       25
<PAGE>

     Other non-interest income increased $548,000, or 45.0% to $1.8 million for
the three months ended March 31, 2001, compared to $1.2 million for the prior
year quarter. The increase is due primarily to increased income from loan
modifications and title agency fees.

     Non-interest expense - Non-interest expense increased $2.3 million or 12.8%
compared to prior year period, to $19.9 million for the three months ended March
31, 2001.

     Compensation and benefits increased 11.8% or $1.2 million to $11.3 million
for the three months ended March 31, 2001, compared to the three months ended
March 31, 2000. The increase is primarily due to increased normal salary
increases, higher benefit costs, increased staffing costs due to increased loan
volume, and increased staff resulting from two branch acquisitions in April
2000.

     Occupancy expense increased $309,000, or 16.1% to $2.2 million for the
three months ended March 31, 2001 compared to the prior year period, primarily
due to higher utility and maintenance costs and increased operating expenses
from two new branch sites acquired.

     Advertising and promotion expense increased $246,000, or 24.6% to $1.2
million for the three months ended March 31, 2001 compared to the prior year,
primarily due to increased advertising activity related to the Company's
branding campaign.

     Data processing expense increased $48,000 or 6.7% to $764,000 for the three
months ended March 31, 2001 compared to the prior year period. The increase is
primarily due to increased depreciation expense related to additional acquired
computer equipment for upgrading existing systems and continued expansion of the
Bank's retail network.

     Amortization of intangibles increased $191,000 to $1.2 million for the
three months ended March 31, 2001. The amortization relates to goodwill and core
deposit intangibles from transactions accounted for under the purchase method of
accounting. The increase in expense over the prior period was attributable to
the two branch acquisitions during the last twelve months, which were accounted
for as purchase transactions.

     Other non-interest expense increased $264,000 to $3.1 million for the three
months ended March 31, 2001 compared to the prior year period. Costs increased
due to general operating expenses at the two new branches, as well as expenses
related to the Bank's internet-based lending activities.

     Income taxes - For the three months ended March 31, 2001, income tax
expense totaled $8.3 million, or an effective income tax rate of 37.2%, compared
to $7.2 million, or an effective income tax rate of 35.5%, for the three months
ended March 31, 2000. The lower effective income tax rate in the prior period
was primarily the result of recognition in the prior period of income tax
benefits relating to the resolution of certain prior years' income tax issues.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

     A comprehensive qualitative and quantitative analysis regarding market risk
is disclosed in the Company's December 31, 2000 Form 10-K. There have been no
material changes in the assumptions used or results obtained regarding market
risk since December 31, 2000.

                                       26
<PAGE>

Part II  -  Other Information

Item 1. Legal Proceedings.  Not applicable.

Item 2. Changes in Securities.  Not applicable.

Item 3. Defaults Upon Senior Securities.  Not applicable.

Item 4. Submission of Matters to a Vote of Security Holders.

        (a) The Company held its Annual Meeting of Shareholders on April 25,
            2001.

        (b) The names of each director elected at the Annual Meeting for
            three-year terms are as follows:

                                 Terry A. Ekl
                                Kenneth Koranda
                                 Lois B. Vasto
                              Jerry A. Weberling

        The names of the other directors, whose terms of office continued
        after the Annual Meeting, are as follows:

              Robert Bowles, MD                   Henry R. Smogolski
              David C. Burba                      F. William Trescott
              Joe F. Hanauer                      Andrew J. Zych
              Allen Koranda

        (c) In addition to the election of directors, the following matters were
            voted upon at the Annual Meeting. The number of affirmative votes
            and negative votes cast with respect to each matter is shown below.

               (i)    Approval of the amendment to the MAF Bancorp, Inc. 2000
                      Stock Option Plan.

                   For         Against      Abstain    Broker Non-votes
              -----------    -----------   ----------  ----------------
              14,715,344      2,609,588     178,086        2,978,149

               (ii)   Ratification of the appointment of KPMG LLP as the
                      Company's independent auditors for the year ending
                      December 31, 2001:

                   For         Against      Abstain    Broker Non-votes
              -----------   ------------   ----------  ----------------
              20,351,338       80,842        48,987           0


        (d) None.

Item 5. Other Information.  None.

                                       27
<PAGE>

Item 6. Exhibits and Reports on Form 8-K.

        (a) Exhibits.

            Exhibit No. 3.  Certificate of Incorporation and By-laws.

               (i)    Restated Certificate of Incorporation. (Incorporated
                      herein by reference to Exhibit 3.1 to Registrant's Form 8-
                      K dated December 19, 2000).

               (ii)   Amended and Restated By-laws of Registrant.

            Exhibit No. 10. Material Contracts

               (i)  Amendment dated March 27, 2001 to the Mid America
                    Bank, fsb Supplemental Executive Retirement Plan, as
                    amended. *

               (ii) Amendment dated March 27, 2001 to the MAF Bancorp, Inc.
                    Stock Option Gain Deferral Plan. *

            -----------

            * Indicates management contracts or compensatory plans or
              arrangements required to be filed as an exhibit.

            Exhibit No. 11.  Statement re:  Computation of per share earnings.

                                                                 Quarter Ended
                                                                March 31, 2001
                                                                --------------

               Net income                                        $  14,078,000
                                                                   ===========

               Weighted average common shares outstanding           23,018,839
                                                                   ===========

               Basic earnings per share                          $         .61
                                                                           ===


               Weighted average common shares outstanding           23,018,839

               Common stock equivalents due to dilutive
                effect of stock options                                474,394
                                                                   -----------
               Total weighted average common shares and
                equivalents outstanding for diluted computation     23,493,233
                                                                   ===========

               Diluted earnings per share                        $         .60
                                                                           ===



        (b)  Reports on Form 8-K.

             A Form 8-K was filed to report that on January 25, 2001, MAF
             Bancorp, Inc. announced its 2000 fourth quarter earnings results,
             and a copy of the press release was included as an exhibit.

                                       28
<PAGE>

    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.

                                                    MAF Bancorp. Inc.
                                              -----------------------------
                                                      (Registrant)



Date:        May 11, 2001                  By:   /s/  Allen H. Koranda
       ----------------------                 -----------------------------
                                                    Allen H. Koranda
                                               Chairman of the Board and
                                                Chief Executive Officer

Date:       May 11, 2001                   By:  /s/ Jerry A. Weberling
       ----------------------                 -----------------------------
                                                    Jerry A. Weberling
                                              Executive Vice President and
                                                 Chief Financial Officer

                                       29