UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-Q

   [X]  Quarterly Report pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the quarterly period ended June 30, 1997

                                       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:  0-22663


                      BANDO McGLOCKLIN CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)


                   Wisconsin                          39-1364345
        (State or other jurisdiction of            (I.R.S. Employer
                 incorporation)                  Identification No.)


             W239 N1700 Busse Road
                  P.O. Box 190                        53072-0190
              Pewaukee, Wisconsin                     (Zip Code)
        (Address of principal executive
                    offices)


      Registrant's telephone number, including area code:  (414) 523-4300


      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   ___


      On August 12, 1997 there was 3,689,102 shares outstanding of the
      Registrant's common stock, 6 2/3 cents par value.



   

                      BANDO McGLOCKLIN CAPITAL CORPORATION

                                 FORM 10-Q INDEX




   PART  1.  FINANCIAL INFORMATION

   Item 1.   Financial Statements

             Consolidated Balance Sheet as of June 30, 1997 and
             December 31, 1996 . . . . . . . . . . . . . . . . . . . . .  3-4

             Consolidated Statement of Operations - For the Three
             and Six Months Ended June 30, 1997 and 1996 . . . . . . . . .  5

             Consolidated Statement of Cash Flows - For the Six
             Months Ended June 30, 1997 and 1996 . . . . . . . . . . . .  6-7

             Notes to the Consolidated Financial Statements  . . . . . .  8-9

   Item 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations . . . . . . . . . . .  10-14


   PART II.  OTHER INFORMATION

   Item 1.   Legal Proceedings . . . . . . . . . . . . . . . . . . . . .  15

   Item 2.   Changes in Securities . . . . . . . . . . . . . . . . . . .  15

   Item 3.   Defaults Upon Senior Securities . . . . . . . . . . . . . .  15

   Item 4.   Submission of Matters to a Vote of Security Holders . . . .  15

   Item 5.   Other Information . . . . . . . . . . . . . . . . . . . . .  15

   Item 6.   Exhibits and Reports on Form 8-K  . . . . . . . . . . . . .  15

             Signatures  . . . . . . . . . . . . . . . . . . . . . . . .  16

             Exhibit Index . . . . . . . . . . . . . . . . . . . . . . .  17

   


              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET



                                            June 30, 1997  December 31, 1996
                                            (Unaudited)        (Unaudited)  

    ASSETS
    Loans                                  $128,495,986        $69,468,291
    Loan-backed certificates                      -              1,988,056
    Land                                        295,002            369,577
    Less: reserve for loan losses              (450,000)          (450,000)
    Less: retained loan discount               (270,670)        (1,482,657)
                                             ----------          ---------
       Investments                          128,070,318         69,893,267
    Excess servicing asset                      282,787          1,555,231
    Short-term securities                     2,450,000              -    
    Investment in swap contracts at
     market value                               227,025            444,257
    Accounts receivable (net of
     allowance of $5,367
     and $16,245, respectively)               2,021,263          1,176,025
    Inventory                                 2,377,412          1,827,170
    Interest receivable                       1,186,565          1,348,860
    Cash                                      1,086,235          1,337,556
    Fixed assets (net of accumulated
     depreciation of $620,970 and
     $541,791, respectively)                  1,833,094          1,419,930
    Other assets                              1,224,727            727,001
                                            -----------         ----------
       Total Assets                        $140,759,426        $79,729,297
                                            ===========         ==========


   


              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED BALANCE SHEET (Continued)



                                           June 30, 1997   December 31, 1996
                                            (Unaudited)       (Unaudited)

    LIABILITIES, MINORITY INTEREST, 
    PREFERRED STOCK AND SHAREHOLDERS'
    EQUITY

    Commercial Paper                        $24,809,703        $21,768,394
    Notes payable to banks                    7,500,000          9,700,000
                                             ----------         ----------
       Short-term borrowings                 32,309,703         31,468,394

    State of Wisconsin Investment Board
     note payable                             6,333,333          6,666,667
    Loan participations with repurchase
     options                                 62,719,358          5,348,619
    Accounts payable                            908,115            565,803
    Other notes payable                          24,435             29,469
    Other liabilities                         3,446,443          2,286,050
                                            -----------        -----------
       Total Liabilities                    105,741,387         46,365,002
                                            -----------         ----------

    Minority interest in subsidiaries         1,162,649            598,211

    Preferred stock, 1 cent par value,
     3,000,000 shares authorized,
     674,791 shares issued and
     outstanding after deducting 15,209
     shares in treasury                      16,908,025         16,908,025

    Shareholders' Equity
        Common Stock, 6 2/3 cents par
         value, 15,000,000 shares
         authorized, 3,990,100 and
         3,955,744 shares issued and
         outstanding, before deducting
         shares in treasury, 
         respectively                           266,006            263,716
       Additional paid-in capital            19,741,189         19,498,326
       Retained earnings/(deficit)              792,681           (641,370)
       Treasury stock, at cost (312,438
        and 266,650 shares,                            
        respectively)                        (3,852,511)        (3,262,613)
                                            -----------        -----------
    Total Shareholders' Equity               16,947,365         15,858,059
                                            -----------        -----------
      Total Liabilities, Minority                      
       Interest, Preferred Stock and                   
       Shareholders' Equity                $140,759,426        $79,729,297
                                            ===========        ===========


   

              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF OPERATIONS

   
   
                                               Three Months Ended                     Six Months Ended     
                                                     June 30                                June 30

                                               1997                1996              1997               1996
                                           (Unaudited)         (Unaudited)       (Unaudited)        (Unaudited)

                                                                                        
    Revenues:

       Interest on loans                   $2,740,923         $1,885,452        $5,173,510          $3,860,165
       Net sales of manufacturing 
         subsidiaries                       4,625,296            381,430         7,654,936             653,357
       Interest on short-term
         securities                            16,613             16,529            29,889              32,379
       Premium (expense) income                 8,270             60,306           (60,457)             65,984
                                                                                         
       Other income                           601,839            229,886           637,477             315,113
                                        -------------      -------------    --------------        ------------
                                                                                         
           Total Revenues                   7,992,941         2,573,603         13,435,355           4,926,998

    Expenses:

       Interest expense                     1,633,667           598,255          2,897,983           1,300,986
       Cost of goods sold of 
          Manufacturing subsidiaries        2,421,389           213,146          4,058,523             430,415
       Salaries and employee benefits         497,455           360,858            963,894             687,832
       Change in appreciation on      
          investment swaps                     84,176           333,388            217,232             358,455
       Realized (gains) losses                   -                 (140)             -                  15,926
       Other operating expenses             1,150,793           643,463          1,943,199           1,000,431
                                          -----------        ----------        -----------         -----------
          Total Expenses                    5,787,480         2,148,970         10,080,831           3,794,045
                                          -----------        ----------        -----------         -----------
    Net operating income before                                                           
     income taxes and minority                                                            
     interest                               2,205,461           424,633          3,354,524           1,132,953
                                          -----------        ----------        -----------         -----------

    Provision for income taxes               (461,983)             -              (694,056)              -    
                                                                                          
    Minority interest in earnings of                                                      
       Subsidiaries                          (391,972)             -              (564,438)              -    
                                          -----------         ----------       -----------         -----------
                                                                                          
    Net Income                             $1,351,506          $424,633         $2,096,030          $1,132,953
                                          ===========        ==========        ===========         ===========
                                                                                          
    Net Income Per Common Share                 $0.37             $0.11              $0.57               $0.30

    Weighted Average Shares                                                               
     Outstanding                            3,698,556         3,717,318          3,707,295           3,755,596
                                          ===========        ==========        ===========         ===========
   

   

              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS


                                                   Six Months Ended
                                           June 30, 1997      June 30, 1996
                                            (Unaudited)        (Unaudited)

    Cash Flows from Operating
    Activities

       Net income                              $2,096,030       $1,132,953
       Loans made                             (24,973,379)     (19,484,289)
       Principal collected on loans            17,580,922        8,897,629
       Loans sold                                   -           13,024,035
       Premium expense (income) - net              60,457          (65,984)
       Loans purchased                        (49,647,182)           -    
       Other adjustments to reconcile
        net income to net cash (used)
        provided by operating 
        activities:

          Change in appreciation on
            investment swaps                      217,232          358,455
          Amortization                             48,944           25,196
          Depreciation                             79,179            1,595
          Change in minority interest
            in subsidiaries                       564,438            -    

       Increase (decrease) in cash due
         to changes in:

          Accounts receivable                    (845,238)        (117,861)
          Inventory                              (550,242)          19,173
          Interest receivable                     162,295          (74,156)
          Other assets                           (546,670)         (31,392)
          Accounts payable                        342,312          208,444
          Other liabilities                     1,160,393         (839,932)
                                              -----------      -----------

    Net Cash (Used) Provided by
     Operations                               (54,250,509)       3,053,866
                                              -----------      -----------

    Cash Flows from Investing
     Activities:

       Purchase of fixed assets                  (492,343)        (198,221)
       Real Estate sold                            74,575          777,213
       Purchase of short-term
         securities                            (2,625,000)      (1,060,255)
       Proceeds from maturity of
         securities                               175,000        1,063,778
       Acquisition of Middleton Doll                -              400,325
                                              -----------     ------------

    Net Cash (Used) Provided by
      Investing Activities                     (2,867,768)         982,840
                                              -----------     ------------


   

              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)


                                                   Six Months Ended
                                             June 30, 1997    June 30, 1996
                                              (Unaudited)     (Unaudited)  

    Cash Flows from Financing Activities:

       Increase in short-term borrowings         $841,309       $1,628,675
       Proceeds from loan participations
         with repurchase options - net         57,370,739        3,983,990
       Repayment of SWIB note                    (333,334)      (6,666,667)
       Decrease in other notes payable             (5,034)          -     
       Dividends paid                            (661,979)      (1,802,302)
       Proceeds from exercise of stock
         options                                  245,153          -      
       Repurchase of common stock                (589,898)      (1,462,318)
                                               ----------       ----------
    Net Cash Provided (Used) in Financing
     Activities                                56,866,956       (4,318,622)
                                              -----------      -----------
    Net decrease in cash                         (251,321)        (281,916) 
    Cash, beginning of period                   1,337,556        1,008,847
                                               ----------       ----------
    Cash, end of period                        $1,086,235         $726,931
                                               ==========      ===========


   

              BANDO McGLOCKLIN CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



   NOTE 1   NATURE OF BUSINESS

   Bando McGlocklin Capital Corporation (the "Company"), was incorporated in
   February 1980 and provides long-term secured loans to finance the growth,
   expansion and modernization of small businesses.   

   On March 26, 1993, the Company completed the formation of a holding
   company structure by  transferring substantially all of its assets and
   liabilities to Bando McGlocklin Small Business Lending Corporation
   ("BMSBLC"), a wholly owned subsidiary of the Company.  At the close of the
   day on December 31, 1996, BMSLBC surrendered its Small Business
   Administration ("SBA") license.  BMSBLC continues to provide secured loans
   to small business concerns.  Prior to January 1, 1997, BMSBLC was known as
   Bando McGlocklin Small Business Investment Corporation.  

   On May 5, 1993, the Company formed Bando McGlocklin Investment Company
   ("BMIC"), a subsidiary of the Company.  In May 1993, a partially developed
   real estate parcel was transferred to BMIC.  In December 1996 one percent
   of the economic interest in BMIC was sold to an unrelated third party.  In
   January 1997, this one percent interest was sold to an officer of the
   Company, and he was given 100% of the voting stock of BMIC by the Company. 
   In 1997, BMSBLC contributed it's ownership interest in Lee Middleton
   Original Dolls, Inc. ("Middleton Doll") and License Products, Inc.
   ("License Products"), both 51% owned subsidiaries engaged in the
   manufacturing business to BMIC.  The consolidated accounts of the Company
   reflect the consolidated financial position and results of operations of
   BMIC, Middleton Doll and License Products.
     
   Prior to January 2, 1997, the Company and BMSBLC were registered as
   investment companies under the Investment Company Act of 1940 ("1940
   Act").  Effective January 2, 1997, the Company and BMSBLC deregistered as
   investment companies under the 1940 Act.  The Company continues to operate
   as a registrant under the Securities Act of 1933, but now reports under
   the Securities Exchange Act of 1934 ("1934 Act").  The financial position
   as of December 31, 1996 and the results of operations for the three months
   and six months ended June 30, 1996 and cash flows for the six months ended
   June 30, 1996 have been restated as if the Company had always reported
   under the 1934 Act.  Under the 1940 Act, the investments in BMIC,
   Middleton Doll and License Products were accounted for as common stock
   investments and stated at "fair value" as determined in good faith by the
   Board of Directors.  Under the 1934 Act, these three subsidiaries are
   consolidated.  Since 1993, the Company only owned 49% of Middleton Doll. 
   The acquisition of the additional 2% of Middleton Doll was completed at
   the end of June 1996.  Prior to this acquisition, Middleton Doll was
   accounted for on the equity method.

   During 1996 the Company changed its year-end from June 30 to December 31.
   In 1997, the Company intends to capitalize a bank holding company and then
   spin-off the bank holding company in a common share distribution to
   Company shareholders.  After the Company distributes its shares in the
   bank holding company to shareholders, the principal business of the
   Company will be to manage its loan portfolio and to participate in loans
   with third party loan originators. 

   NOTE 2 - BASIS OF PRESENTATION

   The accompanying unaudited consolidated financial statements of Bando
   McGlocklin Capital Corporation (the "Company") and its majority-owned
   subsidiaries have been prepared in accordance with the instructions to
   Form 10-Q and do not include all of the other information and disclosures
   required by generally accepted accounting principles.  These statements
   should be read in conjunction with the unaudited consolidated financial
   statements and notes thereto for the quarter ended March 31, 1997 included
   in the Company's Quarterly Report on Form 10-Q for that period.

   The accompanying consolidated financial statements have not been audited
   by independent accountants in accordance with generally accepted auditing
   standards, but in the opinion of management such financial statements
   include all adjustments, consisting only of normal recurring accruals,
   necessary to summarize fairly the Company's financial position and results
   of operations.  The results of operations for the six months ended June
   30, 1997 may not be indicative of the results that may be expected for the
   year ending December 31, 1997.

   NOTE 3   SFAS 128

   In February 1997 the Financial Accounting Standards Board issued Statement
   of Accounting Standards No. 128, Earnings Per Share ("SFAS 128"), which
   will be effective for financial statements issued after December 15, 1997. 
   The current primary/fully diluted earnings per share ("EPS") under APB No.
   15 will be replaced with a new basic/diluted EPS calculation that is
   intended to provide greater consistency and comparability.  It is not
   anticipated that the effects of SFAS 128 on the Company will be material.


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

            RESULTS OF OPERATIONS

            General

            Amounts presented for the 1997 reporting period and at December
            31, 1996 include the consolidation of the operations of the
            following companies:  Bando McGlocklin Capital Corporation (the
            "Company"); Bando McGlocklin Small Business Lending Corporation
            ("BMSBLC"), a 100% owned subsidiary of the Company; Bando
            McGlocklin Investment Corporation ("BMIC"), a 99%-owned
            subsidiary of the Company; Lee Middleton Original Dolls, Inc.
            ("Middleton Doll") and License Products, Inc. ("License
            Products"), 51%-owned subsidiaries of  BMIC.  The June 30, 1996
            reporting period includes the consolidation of the operations of
            the following companies:  the Company; BMSBLC and BMIC, 100%-
            owned subsidiaries of the Company;  Middleton Doll and License
            Products, 51%-owned subsidiaries of the Company. Since 1993 the
            Company only owned 49% of Middleton Doll.  The acquisition of an
            additional two percent of Middleton Doll was completed at the end
            of June 1996.  Prior to this acquisition, Middleton Doll was
            accounted for on the equity method. 

            The 1996 reporting period reflects the Company's financial
            statements on a restated basis.  Prior to January 2, 1997 the
            Company and BMSBLC were registered investment companies therefore
            they did not consolidate BMIC, Middleton Doll and License
            Products, which were not registered investment companies.  The
            1997 and 1996 consolidated financial position and results of
            operations and cash flows include the accounts of the Company and
            its 51% or greater owned subsidiaries and are offset by the
            minority interest in BMIC's, Middleton Doll's and License
            Products's ownership.  

            FOR THE THREE MONTHS ENDED JUNE 30, 1997 AND 1996

            The Company's net income after income taxes and minority interest
            increased 218% to $1.4 million for the quarter ended June 30,
            1997 compared to $0.4 million for the same period of last year.  

            Total revenues for the quarter ended June 30, 1997 increased 211%
            to $8.0 million from $2.5 over the corresponding prior year
            period.  This increase is primarily due to the consolidation of
            Middleton Doll's sales of $4.3 million for the quarter ended June
            30, 1997.  The acquisition of an additional two percent of
            Middleton Doll was completed at the end of June 1996; previously
            it was accounted for on the equity method and was not
            consolidated in the financial statements.  Interest on loans
            increased $0.9 million as a result of the Company repurchasing
            loans that were previously sold to a third party. This increase
            in interest income is offset by increased interest expense. The
            average loans under management increased $1.0 million to $134.4
            million for the quarter ended June 30, 1997 from $133.4 million
            for the quarter ended June 30, 1996.  The increase in interest
            income as a result of the increase in prime of .25% during March
            1997 was completely offset by the decreasing yield on the
            portfolio of loans due to the market's competitive pricing.  The
            remaining $0.3 million increase in total revenues was a result of
            receiving $0.5 million from an executive's life insurance policy
            where BMCC was the beneficiary in the second quarter of 1997
            offset by a decrease of $0.1 million in commitment fees and $0.1
            million in management fees that were recorded for the quarter
            ended June 30, 1996.  Both the commitment fees and the management
            fees were non-recurring income for 1996.
   
            Total operating expenses for the quarter ended June 30, 1997
            increased 169% to $5.8 million from $2.1 million over the
            corresponding prior period.  $2.9 million of the increase is the
            result of consolidating Middleton Doll's operations.  Interest
            expense increased 173% to $1.6 million from $0.6 million for
            the quarters ended June 30, 1997 and 1996, respectively. 
            Interest expense increased by $0.9 million as a result of the
            repurchase of loans by BMSBLC that had been previously sold. 
            Those repurchased loans were funded with new debt. This
            repurchase had no impact on net operating income as both interest
            income and interest expense increased by the same amount. 
            Interest expense, which is offset by swap income, increased by
            $0.1 million because of a decline in swap income due to LIBOR
            rates increasing as a result of prime rate increasing.  Lastly,
            the expense resulting from the decline in unrealized appreciation
            on investment swaps, which are marked-to-market, decreased $0.2
            million for the quarter ending June 30, 1997.  

            The Company's consolidated net income has been reduced by the
            minority interest ownership in the net earnings of BMIC and
            Middleton Doll, which have been consolidated by the Company.  The
            minority interest in earnings of subsidiaries equaled $0.4
            million for the quarter ended June 30, 1997.  Also the Company's
            June 30, 1997 consolidated net income for the quarter has been
            reduced by $0.4 million as a provision of income taxes for
            Middleton Doll.

            FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996

            The Company's net income after income taxes and minority interest
            increased 85% to $2.1 million for the six months ended June 30,
            1997 compared to $1.1 million for the same period of last year.  

            Total revenues for the six months ended June 30, 1997 increased
            173% to $13.4 million from $4.9 over the corresponding prior year
            period.  This increase is primarily due to the consolidation of 
            Middleton Doll's sales of $7.0 million for the six months ended
            June 30, 1997.  The acquisition of an additional two percent of
            Middleton Doll was completed at the end of June 1996; previously
            it was accounted for on the equity method and was not
            consolidated in the financial statements.  Interest on loans
            increased $1.3 million as a result of the Company repurchasing
            loans that were previously sold to a third party. This increase
            in interest income is offset by increased interest expense. The
            average loans under management increased $4.2 million to $135.5
            million for the six months ended June 30, 1997 from $131.3
            million for the six months ended June 30, 1996.  The increase in
            interest income as a result of the new loan growth and the
            increase in prime as of the end of March 1997 was completely
            offset by the decreasing yield on the portfolio of loans due to
            the market's competitive pricing.  The remaining $0.2 million
            increase in total revenues was a result of receiving $0.5 million
            from an executive's life insurance policy where BMCC was the
            beneficiary during the second quarter of 1997 offset by a
            decrease of $0.1 million in commitment fees, $0.1 million in
            management fees and $0.1 million in premium income that were
            recorded for the six months ended June 30, 1996.  Both the
            commitment fees and the management fees were non-recurring income
            for 1996.  
   .
            Total operating expenses for the six months ended June 30, 1997
            increased 166% to $10.1 million from $3.8 million over the
            corresponding prior period.  $5.1 million of the increase is the
            result of consolidating Middleton Doll's operations. License
            Products' operating expenses decreased by  $0.3 million.  
            Interest expense increased 123% to $2.9 million from $1.3 million
            for the six months ended June 30, 1997 and 1996, respectively. 
            Interest expense increased by $1.3 million as a result of the
            repurchase of loans by BMSBLC that had been previously sold. 
            Those repurchased loans were funded with new debt.  This
            repurchase had no impact on net operating income as both interest
            income and interest expense increased by the same amount. 
            Interest expense, which is offset by swap income, increased by
            $0.3 million because of a decline in swap income due to LIBOR
            rates increasing as a result of the prime rate increasing and the
            Company continues to grow its investments in mortgage loans by
            utilizing leverage.  Average loans increased $4.2 million in the
            current six month period over the corresponding prior period. 
            Lastly, the expense resulting from the decline in unrealized
            appreciation on investment swaps, which are marked-to-market,
            decreased $0.1 million for the six months ending June 30, 1997.  

            The Company's consolidated net income has been reduced by the
            minority interest ownership in the net earnings of BMIC and
            Middleton Doll, which have been consolidated by the Company.
            The minority interest in earnings of subsidiaries equaled $0.6
            million for the six months ended June 30, 1997.  Also the
            Company's June 30, 1997 consolidated net income for the six
            months has been reduced by $0.6 million as a provision of income
            taxes for Middleton Doll.

            LIQUIDITY AND CAPITAL RESOURCES

            Total investment in loans and loan-backed certificates on the
            balance sheet increased by $57.0 million, or 80% to $128.5 million
            at June 30, 1997 from $71.5 million at December 31, 1996.   During
            the first and second quarter of 1997 the Company repurchased $49.6
            million of loans previously sold to a third party and made new
            loans of $25.0 million.  The Company also collected $17.6 million
            of principal payments on loans on the balance sheet and collected
            $9.2 million of principal payments on loans that were sold to
            third parties.  The Company's loans under management decreased to
            $136.6 million as of June 30, 1997 from $138.4 million as of
            December 31, 1996.  The increase in loans on the balance sheet
            was primarily financed through secured borrowings.

            Cash and short-term securities increased to $3.5 million at June
            30, 1997 from $1.3 million at December 31, 1996.  

            The Company's total consolidated indebtedness at June 30, 1997
            increased 133% to $101.4 million from $43.5 million as of
            December 31, 1996.  The Company, as of June 30, 1997, had $69.1
            million outstanding in long-term debt and $32.3 million
            outstanding in short-term borrowings and as of December 31, 1996,
            had $12.0 million outstanding in long-term debt and $31.5 million
            outstanding in short-term borrowings.  The increase of $57.9
            million is primarily the result of repurchasing loans previously
            sold to third parties.

            To the extent Middleton Doll has ongoing capital expenditure
            needs, management believes those expenditures can be funded
            through cash generated from operations.  

            The Company's board of directors has approved capitalizing
            InvestorsBancorp, Inc., a bank holding company with approximately
            $6.2 million and distributing to the Company's shareholders all
            of its outstanding shares of InvestorsBancorp.  InvestorsBancorp
            is a proposed bank holding company organized to own all of the
            capital stock of InvestorsBank (the "Bank"), a Wisconsin-
            chartered bank.  It is management's belief that the Company has
            enough capital to invest approximately $6.2 million in
            InvestorsBancorp and continue to operate the Company.  

            The Company began exploring the idea of opening a bank in 1994
            when management noticed that banks and other traditional
            financial institutions were beginning to enter the Company's
            markets, by providing commercial real estate loans to small
            businesses.  This competition for commercial real estate loans
            has had an adverse effect on the Company's margins.  It was
            decided a bank could compete more effectively based upon its
            lower cost of funds.  

            After the Company distributes its shares in InvestorsBancorp to
            shareholders, the principal business of the Company will be to
            manage its loan portfolio and participate in new loans with third
            party loan originators, including the Bank and possibly other
            banks.  The Company is also exploring the expansion of its real
            estate lending business into ownership of real property including
            related buildings and improvements for lease to small businesses. 
            The Company anticipates that adequate cash will be available to
            fund loans and new investments.

            All employees of the Company will terminate their employment with
            the Company to become employees of the Bank, except for certain
            executive officers who will be employees of both the Company and
            the Bank. The Company and the Bank will enter into a Management
            Services and Allocation of Operating Expenses Agreement (the
            "Agreement").  The effect of such agreement will be to reduce the
            level of operating expenses in the Company.  The investment of
            approximately $6.2 million in capital is expected to lower the
            Company's operating income.  Management is unable to measure the
            net impact of the Agreement and the capitalization of
            InvestorsBancorp on net operating income. 

            Statements included in this filing concerning the Company's
            future prospects are "forward looking statements" under the
            Federal securities laws.  There can be no assurance that future
            results will be achieved and actual results could differ
            materially from forecasts and estimates. 


   

                           PART II.  OTHER INFORMATION


   Item 1.  LEGAL PROCEEDINGS

            The Company is not a defendant in any material pending legal
            proceeding and no such material proceedings are known to be
            contemplated.

   Item 2.  CHANGES IN SECURITIES

            No material changes have occurred in the securities of the
            Registrant.

   Item 3.  DEFAULTS UPON SENIOR SECURITIES

            Not Applicable

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

            None

   Item 5.  OTHER INFORMATION

            None

   Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

            (a)     List of Exhibits

                    The Exhibits to this Quarterly Report on Form 10-Q are
                    identified on the Exhibit Index hereto.

            (b)     Reports on Form 8-K

                    No reports on Form 8-K were filed by the Company during
                    the quarter ended June 30, 1997.


   

                                    SIGNATURE


        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 thereunder duly authorized.

                                           BANDO McGLOCKLIN CAPITAL
                                           CORPORATION
                                                  (Registrant)




                                           /s/ George R. Schonath            
   Date:  August 14, 1997                      George R. Schonath
                                               Chairman of the Board, Chief
                                               Executive Officer and Chief
                                               Financial Officer

   

                         BANDO McGLOCKLIN CAPITAL CORPORATION
                            QUARTERLY REPORT ON FORM 10-Q

                                    EXHIBIT INDEX


   Exhibit
   Number                             Exhibit

   4                Second Amendment to Amended and Restated Loan Agreement
                    dated May 14, 1997 by and among Firstar Bank Milwaukee, 
                    N.A.

   10               Loan Participation Certificate and Agreement dated May 1,
                    1997, by and between Bando McGlocklin Small Business
                    Lending Corporation and Security Bank, SSB

   11               Statement Regarding Computation of Per Share Earnings

   27               Financial Data Schedule (EDGAR version only)