<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB



     x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF 
               THE SECURITIES EXCHANGE ACT OF 1934 
          For the Quarterly Period ended June 30, 1998

     o    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:  333-6581

                         ST. JOSEPH CAPITAL CORPORATION
       -----------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)


         DELAWARE                                   35-1977746
----------------------------         ---------------------------------------
(State or other jurisdiction         (I.R.S. Employer Identification Number)
of incorporation or organization)  


                 3820 EDISON LAKES PARKWAY, MISHAWAKA, IN 46545
                 ----------------------------------------------
                    (Address of principal executive offices)


                                 (219) 273-9700
                          ---------------------------
                          (Issuer's telephone number)

                                      N/A
------------------------------------------------------------------------------
          (Former name, former address and former fiscal year, 
                    if changed since last report)

     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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                                                                          ---
   ---

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date:

1,276,852 shares of common stock, $0.01 par value per share, were outstanding as
of July 31, 1998.

     Transitional Small Business Disclosure Format (check one):  Yes     No  X
                                                                     ---    ---

                                      S-1
<PAGE>   2


                               TABLE OF CONTENTS

                                                                        PAGE
                                                                       NUMBER
                                                                      --------
                                     PART I                           

ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS

              Consolidated Condensed Balance Sheets,
                    June 30, 1998 and December 31, 1997                   3

              Consolidated Condensed Statements of Income 
              and Comprehensive Income, 
                    Three Months Ended June 30, 1998 and 1997, 
                    Six Months Ended June 30, 1998 and 1997               4

              Consolidated Condensed Statements of Cash Flow,
                    Six Months Ended June 30, 1998 and 1997               5

              Notes to Consolidated Financial Statements                  6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
       CONDITION AND RESULTS OF OPERATIONS                              6-9



                                    PART II

ITEM 1.    LEGAL PROCEEDINGS

ITEM 2.    CHANGES IN SECURITIES

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

ITEM 5.    OTHER INFORMATION

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES                                                              S-1





<PAGE>   3


                         ST. JOSEPH CAPITAL CORPORATION
                          CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)


<TABLE>
<CAPTION>
                                                              JUNE 30,           DECEMBER 31,
                                                                1998                1997
                                                         ---------------      ----------------
<S>                                                         <C>               <C>
ASSETS                                                                       
                                                                             
     Cash and due from banks                              $   5,008,642         $     985,464
     Federal funds sold                                       5,050,000             3,550,000
                                                         ---------------      ----------------
           Total Cash and Cash Equivalents                   10,058,642             4,535,464
                                                                             
     Interest bearing deposits in banks                            --                 500,000
     Securities available for sale                           31,153,745            22,351,254
     Loans, net                                              31,329,665            21,991,115
     Bank premises and equipment, net                           807,993               881,840
     Other assets                                               739,598               579,661
                                                         ---------------      ----------------
                                                                             
           Total Assets                                   $  74,089,643         $  50,839,334
                                                         ===============      ================


LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

     Deposits                                             $  57,049,996         $  34,915,881
     Repurchase agreements                                    5,696,095             4,503,760
     Other liabilities                                          209,136               215,268
                                                        --------------------    ----------------

          Total Liabilities                                  62,955,227            39,634,909

STOCKHOLDERS' EQUITY

     Common stock                                                12,769                12,695
     Additional paid in capital                              12,292,975            12,164,648
     Retained deficit                                        (1,271,812)           (1,052,339)
     Unrealized gains/losses on
     securities available for sale, net                         100,484                79,421
                                                        --------------------    ----------------

          Total Stockholders' Equity                         11,134,416             11,204,425
                                                        --------------------    ----------------

          Total Liabilities and Stockholders' Equity      $  74,089,643         $   50,839,334
                                                        ====================    ================
</TABLE>






          See accompanying notes to consolidated financial statements.


<PAGE>   4


                         ST. JOSEPH CAPITAL CORPORATION
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                  (UNAUDITED)




<TABLE>
<CAPTION>
                                            THREE MONTHS       THREE MONTHS          SIX MONTHS         SIX  MONTHS
                                               ENDED               ENDED                ENDED              ENDED
                                           JUNE 30, 1998       JUNE 30, 1997        JUNE 30, 1998     JUNE 30, 1997
                                        -------------------  ------------------   -----------------  ----------------
<S>                                          <C>                 <C>                 <C>                <C>             
INTEREST INCOME:                                                                                                        
        Loans, including fees                $  673,900           $  161,895         $  1,202,320       $    187,848    
        Securities and other                    511,631              270,787              891,618            416,017    
                                         ------------------  ------------------    -----------------  ----------------  
                Total Interest Income         1,185,531              432,682            2,093,938            603,865    
                                                                                                                        
INTEREST EXPENSE:                                                                                                       
        Deposits                                623,448              161,888            1,051,041            194,559    
        Repurchase agreements                    65,169               12,095              127,399             12,657    
                                         ------------------  ------------------    -----------------  ----------------  
                Total Interest Expense          688,617              173,983            1,178,400            207,216    
                                                                                                                        
                Net Interest Income             469,914              258,699              915,498            396,649    
                                                                                                                        
LESS: PROVISION FOR LOAN LOSSES                 100,000              137,300              200,005            179,200    
                                         ------------------  ------------------    -----------------  ----------------  
                                                                                                                        
Net Int Inc after provision for loan losses     369,914              121,399              715,493            217,449    
                                                                                                                        
OTHER INCOME:                                     6,799                1,167               20,330             15,578    
                                                                                                                        
OTHER EXPENSE:                                                                                                          
    Salaries and employee benefits              244,405              174,686              481,346            318,369    
    Occupancy                                   110,396               74,280              219,962            123,393
    Other                                       148,393              116,327              253,989            199,170    
                                           ------------------  ------------------  -----------------  ----------------  
        Total Other Expense                     503,194              365,293              955,297            640,932    
                                           ------------------  ------------------  -----------------  ----------------  
                                                                                                                        
Loss before Income Tax                          (99,481)            (242,727)            (219,474)          (407,905)   
                                                                                                                        
Income Tax Expense                                   --                   --                   --                 --    
                                           ------------------  ------------------  -----------------  ----------------  
                                                                                                                        
Net Loss                                        (99,481)            (242,727)            (219,474)          (407,905)   
                                           ------------------  ------------------  -----------------  ----------------  
                                                                                                                        
Other comprehensive income, net of tax:                                                                                 
        Change in unrealized gains                                                                                      
        on securities                            14,371               47,878               21,063             58,928    
                                           ------------------  ------------------  -----------------  ----------------  
                                                                                                                        
Comprehensive loss                           $  (85,110)          $ (194,849)        $   (198,411)      $   (358,977)   
                                           ==================  ==================  =================  ================  
                                                                                                                        
Net Loss Per Share                                 (.07)                (.15)                (.16)              (.28)   
</TABLE>





          See accompanying notes to consolidated financial statements.



<PAGE>   5


                         ST. JOSEPH CAPITAL CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOW
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                                     SIX MONTHS        SIX MONTHS
                                                        ENDED            ENDED
                                                    JUNE 30, 1998     JUNE 30, 1997
                                                  -----------------  -----------------
<S>                                               <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net loss                                       $    (219,474)     $    (407,905)
   Adjustments to reconcile net loss to net cash
     from operating activities
       Depreciation                                     107,556             45,511
       Provision for loan loss                          200,005            179,200
       Discount accretion, net                           25,549            (52,196)
       Increase in other assets                        (159,935)          (278,564)
       Increase in other liabilities                    (20,175)            28,460
                                                  -----------------  -----------------
           Net cash from operating activities           (66,474)          (485,493)
                                                  -----------------  -----------------

CASH FLOWS FROM INVESTING ACTIVITIES
   Loans originated, net of repayments               (9,538,555)       (11,428,246)
   Purchase of securities available for sale        (20,290,766)       (18,092,761)
   Maturities of securities available for sale       11,997,831         15,285,000
   Fixed asset expenditures                             (33,709)           597,217
                                                  -----------------  -----------------
       Net cash from investing activities           (17,865,199)       (14,833,224)
                                                  -----------------  -----------------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net increase in deposit accounts                  22,134,115         19,550,326
   Net increase in repurchase agreements              1,192,335          2,041,914
   Proceeds from issuance of common stock for
    employee 401(k) Plan                                128,401             12,999
                                                  -----------------  -----------------
       Net cash from financing activities            23,454,851         21,605,239
                                                  -----------------  -----------------

Net increase in cash and cash equivalents             5,523,178          6,286,522

Cash and cash equivalents at beginning of period      4,535,464          1,410,112
                                                  -----------------  -----------------

Cash and cash equivalents at end of period        $  10,058,642      $   7,696,634
                                                  =================  =================
</TABLE>







          See accompanying notes to consolidated financial statements.



<PAGE>   6



                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited financial statements were prepared in accordance
with instructions for Form 10-QSB and, therefore, do not include all
disclosures required by generally accepted accounting principles for complete
presentation of financial statements.  In the opinion of management, the
consolidated financial statements contain all adjustments (consisting only
of normal recurring accruals) necessary to present fairly the balance sheets of
St. Joseph Capital Corporation (the "Company")  as of June 30, 1998 and
December 31, 1997 and the statements of income and comprehensive income for the
three months ended June 30, 1998 and June 30, 1997 and for the six months ended
June 30, 1998 and June 30, 1997 and cash flows for the six months ended June
30, 1998 and June 30, 1997.  The income reported for the periods presented is
not necessarily indicative of the results to be expected for the full year.

NOTE 2 - PRINCIPLES OF CONSOLIDATION

     The accompanying consolidated financial statements include the accounts of
the Company and its wholly owned subsidiary, St. Joseph Capital Bank (the
"Bank").  All significant inter-company accounts and transactions have been
eliminated in consolidation.

NOTE 3 - COMPARATIVE DATA

     The Company was incorporated in February 1996.  Its operating subsidiary
St. Joseph Capital Bank (the "Bank") commenced operations on February 13, 1997.
Since the Bank is still considered a start-up company, comparative statements
are not necessarily indicative of the results that may be expected for future
years.

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

GENERAL

     St. Joseph Capital Corporation (the "Company") was formed under the laws of
the state of Delaware for the purpose of becoming the bank holding company of
St. Joseph Capital Bank (the "Bank").

     The Bank was capitalized on February 7, 1997 and commenced operations on
February 13, 1997.  The Bank is organized as an Indiana chartered commercial
bank with depository accounts insured by the Federal Deposit Insurance
Corporation.  The Bank provides full-service commercial and consumer banking in
Mishawaka and the surrounding communities commonly referred to as the Michiana
area.

FORWARD-LOOKING STATEMENTS

     When used in this Form 10-QSB, the words or phrases "will likely result",
"are expected to", "will continue", "is anticipated", "estimated", "project", or
similar expressions are intended to identify "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
statements are subject to certain risks and uncertainties including changes in
economic conditions in the Company's market area, changes in policies by
regulatory agencies, fluctuations in interest rates, demand for loans in the
Company's market area and competition, that could cause actual results to differ
materially from historical earnings and those presently anticipated or
projected.  The Company wishes to caution readers not to place undue reliance on
any such forward-looking statements, which speak only as to the date made.  The
Company wishes to advise readers that the factors listed above could affect the
Company's financial performance and could cause the Company's actual results for
future periods to differ materially from any opinions or statements expressed
with respect to future periods in any current statements.

     The Company does not undertake, and specifically disclaims any obligation,
to publicly release the result of any revisions which may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.


<PAGE>   7


PLAN FOR OPERATION 
     The Company's plan for the next twelve months is to raise funds by
attracting and developing client relationships through innovative products and
exceptional client service.  The Bank plans to continue with product research
and development in 1998.  During the next twelve months, the Bank does not
anticipate the need for any significant equipment expenditures. Also, management
anticipates staffing levels to increase slightly in 1998.

EARNINGS SUMMARY

     Consolidated comprehensive loss for the Company for the six months ended
June 30, 1998 was $(198,411), compared to $(358,977) for the corresponding
period in 1997.  The comprehensive loss for the second quarter 1998 was
$(85,110) compared to $(194,849) for the corresponding period in 1997.  Basic
and diluted loss per common share using the comprehensive income reporting
method was $(.07) for the second quarter 1998, compared to $(.15) in same period
of 1997 and $(.16) and $(.28) for the six months ended June 30, 1998 and June
30, 1997 respectively.

RESULTS OF OPERATIONS

     Total assets were $74.1 million at June 30, 1998 compared to $50.8 million
at December 31, 1997 a 45.9% increase.  As the Bank is still in its early
stages, growth in the loan portfolio funded by increased deposits is anticipated
to continue at a rapid pace.

     At June 30, 1998, total loans receivable, net of deferred fees, increased
to $31.9 million compared to $22.4 at December 31, 1997.  The increase was
funded by growth in deposits.  The mix of total loans receivable at June 30,
1998 was $22.3 million or 69.8% in commercial loans, $7.4 million or 23.1% in
residential mortgage loans and $2.3 million or 7.1% in installment loans to
individuals.  In addition to the outstanding loan balances, the Company had
unfunded loan commitments of $18.8 million as of June 30, 1998.

     Securities available for sale totaled $31.2 million at June 30, 1998, which
represented an increase of $8.9 million or 39.9% from $22.3 million at December
31, 1997.  The increase was funded by the growth in deposits not redeployed into
loans.  All securities have been classified as available for sale.  Available
for sale securities represent those securities which the Bank may decide to sell
if needed for liquidity, asset/liability management or other reasons.  Such
securities are reported at fair value with unrealized gains and losses included
as a separate component of shareholder' equity, net of tax. The unrealized gain
on the securities portfolio, net of taxes was $100,484 at June 30, 1998.

     Total deposits and funds received from the short-term borrowings in the
form of repurchase agreements with local relationship-based commercial clients
at June 30, 1998 amounted to $62.7 compared to $39.4 million at December 31,
1997 a 59.1% increase. Though short-term in nature, repurchase agreements have
been and continue to be a stable source of funds.  Repurchase agreements grew to
$5.7 at June 30, 1998.

     The provision for loan losses charged to operations was based partially on
management's estimation of future losses and on an evaluation of portfolio risk
and economic factors.  The provision for loan losses at June 30, 1998 was
$200,005 and the allowance for loan losses at June 30, 1998 was $560,005
compared to $360,000 at December 31, 1998.  The allowance for loan losses as of
June 30, 1998 represented approximately 1.76% of gross loans outstanding.

     At June 30, 1998, there were no loans where known information about
possible credit problems of borrowers caused management to have serious doubts
as to the ability of the borrowers to comply with present loan repayment terms
and which, in management's judgement, may result in disclosure of such loans.
Furthermore, management is not aware of any potential problem loans, which could
have a material effect on the Company's operating results, liquidity, or capital
resources.

     Management allocated approximately 66.1% of the allowance for loan losses
to commercial loans 7.7% to residential loans and 4.9% to installment loans to
individuals at June 30, 1998 leaving 21.3% unallocated.  There were no
non-performing loans at June 30, 1998.  Management believes the allowance for
loan loss balance at June 30, 1998 is adequate to absorb potential losses in the
loan portfolio.


<PAGE>   8


     Net interest income for the three months ended June 30, 1998 was $469,914,
an increase of  $211,215 over the three months ended June 30, 1997. Net interest
income for the six months ended June 30, 1998 was $915,498, an increase of
$518,849 over the six months ended June 30, 1997.  This was primarily due to an
increase in securities available for sale and loans receivable, funded by
deposit growth.  The net interest margin for June 30, 1998 was 3.06% compared to
3.90% for June 30, 1997.  The decrease in the margin can be attributed to
significant growth in securities available for sale, which have a lower yield
than loan receivables coupled with the competitive economic environment.

     Total non-interest income was $6,799 for the three months ended June 30,
1998 compared to $1,167 for the three months ended June 30, 1997 and $20,330 and
$15,578 for the six months ended June 30, 1998 and June 30, 1997 respectively.
Non-interest income is primarily attributed to service charge income on deposit
accounts and loan fees.

     Total non-interest expense was $503,194 for the three months ended June 30,
1998 compared to $365,293 for the three months ended June 30, 1997 or a 37.7%
increase and $955,297 and $640,932 for the six months ended June 30, 1998 and
June 30, 1997 respectively.  The increase for the three months ended was
primarily the result of the following factors: salaries and employee benefits
increased $69,719 or 39.9% to $244,405 in the three months ended June 30, 1998.
This increase was due to hiring additional employees needed to operate the bank.
Occupancy and equipment expense increased by $36,116 primarily due to the
depreciation on equipment needed to operate the bank as well as maintenance
contracts needed to keep the equipment functioning.  Other expense increased
$32,066 due to the increases in client courier costs, data processing, credit
and debit card processing expense which is due to the growth of the bank.

     Since the Company is still classified as a start-up venture, it is
anticipated that the Company's net losses will continue.

     A new accounting standard has been issued which will require future
reporting in 1998 of comprehensive income (loss).  Comprehensive income (loss)
is net income (loss), plus changes in unrealized appreciation (depreciation) on
securities available for sale, net of tax.

                    LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

     Liquidity relates primarily to the Company's ability to fund loan demand,
meet deposit customers' withdrawal requirements and provide for operating
expenses.  Assets used to satisfy these needs consist of cash and due from
banks, federal funds sold, interest-bearing deposits in other financial
institutions and securities available for sale.  These assets are commonly
referred to as liquid assets.  Liquid assets were $41.2 million at June 30, 1998
compared to $27.4 million at December 31, 1997.  Liquidity levels improved $13.8
million from December 31, 1997 to June 30, 1998 primarily due to increased
investments in liquid assets funded by growth in deposits, which exceeded the
growth in loan receivables as well as increased balances in cash and due from
accounts.  Management recognizes that securities may need to be sold in the
future to help fund loan demand and accordingly, as of June 30, 1998, the entire
securities portfolio of $31.1 million was classified as available for sale.
Management believes its current liquidity level is sufficient to meet
anticipated future growth.

     The Federal Home Loan Bank has approved the Company's application for
membership.  The Company is in the process of securing a line of credit with the
Federal Home Loan Bank using its qualifying real estate mortgage loans to
collateralize borrowings that could readily be used as an additional source of
liquidity in the future.

     The statements of cash flows for the periods presented provide an
indication of the Company's sources and uses of cash as well as an indication of
the ability of the Company to maintain an adequate level of liquidity.  A
discussion of the statements of cash flows for 1998 and 1997 follows.

     For the six months ended June 30, 1998, the Company experienced a net
decrease in cash from operating activities of $(66,474) compared to a net
decrease in cash from operating activities of $(485,493) for the six months
ended June 30, 1997.   The lower level decrease in cash from operating
activities for 1998 as compared to 1997 was partially due to the reduction in
the net loss from the operations of the Bank during the six months ended June
30, 1998.


<PAGE>   9


     For both periods presented, the Company also experienced a net decrease in
net cash from investing activities.  Net cash from investing activities was
$(17.9 million) and $(14.8 million) for the six months ended June 30, 1998 and
June 30, 1997.  The changes in net cash from investing activities include growth
in loan receivables, as well as purchases and normal maturities of securities
available for sale and purchases of equipment.  For the six months ended June
30, 1998 the Company received $3.0 million from sale of securities available
for sale.

     Net cash flow from financing activities was $23.4 million and $21.6 million
for the six months ended June 30, 1998 and June 30, 1997.  In both periods the
increase was primarily attributable to growth in total deposits and securities
sold under agreements to repurchase of $5.7 million and $4.5 million.

INTEREST RATE RISK

     Managing rates on earning assets and interest bearing liabilities focuses
on maintaining stability in the net interest margin, an important factor in
earnings growth and stability.  Emphasis is placed on maintaining a controlled
rate sensitivity position, to avoid wide swings in margins and to manage risk
due to changes in interest rates.

     The Bank currently uses a computer model to simulate the effects of
possible interest rate changes.  As a guide, the Bank intends to limit estimated
negative exposure to changing interest rates within the ensuing year to 5% of
net interest income.  The exposure estimate will be based on a variety of
assumptions built into the model, and assumed interest rate changes of plus or
minus 100 basis points.

CAPITAL RESOURCES

     Total shareholders' equity was $11.1 million as of June 30, 1998.  The
slight decrease from December 31, 1997 was primarily attributed to the net loss
during the six months ended 1998 of $(194,411) offset by the change in the
unrealized appreciation on the securities portfolio as well the investment in
the Company by its employees under the Companies 401k Retirement Plan.

     Following are selected capital ratios for the Corporation as of the date
indicated, along with the minimum regulatory requirements for each item:


                                      REQUIRED FOR
                                      WELL CAPITALIZED  JUNE 30, 1998
                                      ----------------  -------------

Total Risk Based Ratio                  10% or more         22.7%
Tier 1 Risk Based Capital                6% or more         21.5%
Tier 1 Leverage Ratio                    5% or more         13.2%


     The company exceeded the applicable minimum regulatory capital requirements
at June 30, 1998.

     As of June 30, 1998, management is not aware of any current recommendations
by the banking regulatory authorities which, if they were to be implemented,
would have, or are reasonably likely to have, a material adverse effect on the
Company's liquidity, capital resources or operations.

                              YEAR 2000 COMPLIANCE

     The Company is in the process of receiving Year 2000 vendor certifications
on its primary computer operating systems.  Testing will be performed over the
next year to identify any applications that are not Year 2000 compliant.  In the
event an application is deemed to be non-compliant, corrective action will be
taken.  The implementation of the Company's Year 2000 plan is currently on
schedule.  Costs associated with the Year 2000 issue currently are undetermined
and are expected to have some impact on the subsequent years' results of
operations.



<PAGE>   10


RECENT REGULATORY DEVELOPMENTS

     The federal banking regulators have issued several statements providing
guidance to financial institutions on the steps the regulators expect financial
institutions to take to become Year 2000 compliant.  Each of the federal banking
regulators is also examining the financial institutions under its jurisdiction
to assess each institution's compliance with the outstanding guidance.  If an
institution's progress in addressing the Year 2000 problem is deemed by its
primary regulator to be less than satisfactory, the institution will be required
to enter into a memorandum of understanding with the regulator which will, among
other things, require the institution to promptly develop periodic reports
describing the institution's progress in implementing the plan.  Failure to
satisfactorily address the Year 2000 problem may also expose a financial
institution to other forms of enforcement action that its primary federal
regulator deems appropriate to address the deficiencies in the institution's
Year 2000 remediation program.

                          PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not a party to any legal proceedings.

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


     On May 21, 1998, the Company held its annual meeting of stockholders.  At
the meeting, V. Robert Hepler, Jack Matthys and Richard A. Rosenthal were
elected to serve as Class II directors with terms expiring in 2001. Continuing
as Class I directors until 2000 are David A. Eckrich, Jerry Hammes, Arthur H.
McElwee and John W. Rosenthal. Continuing as Class III directors until 1999 are
Helen L. Krizman, Scott C. Malpass, Myron C. Noble and Robert A. Sullivan.
Stockholders also ratified the appointment of Crowe, Chizek and Company as the
Company's independent accounts for the 1998 fiscal year and approved an
amendment to the Company's Stock Incentive Plan to increase the number of
authorized shares of Common Stock, $.01 par value per share, issuable under the
plan by 100,000 shares.

There were 1,276,025 issued and outstanding shares of Common Stock and there
were 1,120,432 shares of Common Stock represented at the annual meeting.  The
voting on each item presented at the annual meeting was as follows:


<TABLE>
<CAPTION>
        Election of Directors                  Votes For       Votes Withheld     Votes Against
        ------------------------------------   ---------       --------------     --------------
<S>          <C>                             <C>               <C>                <C>   
        V. Robert Hepler                       1,114,423          6,000                  0
        Jack Matthys                           1,120,423              0                  0
        Richard A. Rosenthal                   1,120,423              0                  0

        Ratification of the appointment
        of Crowe, Chizek and Company
        as independent public
        accountants for the Company            1,118,423              0              2,000

        Amendment to the  Company's
        Stock Incentive Plan to increase the
        number of authorized shares of the
        Company's Common Stock Issuable
        under the plan by 100,000 Shares.        679,049          1,500             23,000
</TABLE>

<PAGE>   11


ITEM 5.         OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

(27) Financial Data Schedule

(b) Reports on Form 8-K



                                   SIGNATURES

     In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                        ST. JOSEPH CAPITAL CORPORATION
                                        (Registrant)



Date:  August 6, 1998                   ________________________________________
                                        John W. Rosenthal
                                        President



Date:  August 6, 1998                   ________________________________________
                                        Edward R. Pooley
                                        Principal Financial Officer