SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934



  Date of Report (Date of earliest event reported) May 2, 2003 (April 25, 2003)




                      MIDLAND CAPITAL HOLDINGS CORPORATION
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             (Exact name of Registrant as specified in its Charter)



           DELAWARE                        1-14343                36-4238089
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(State or other jurisdiction       (Commission File No.)     (IRS Employer
        of incorporation)                                    Identification No.)

8929 S. Harlem Avenue, Bridgeview, Illinois 60455
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(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (708) 598-9400



                                       N/A
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          (Former Name or Former Address, if changed since last report)









Item 7. Financial Statements and Exhibits

          (c)  Exhibits

               99.1 Press Release dated April 25, 2003

Item 9. Regulation FD Disclosure.

     On April 25, 2003, Midland Capital Holdings, Corporation issued a press
release announcing its fiscal third quarter earnings and declaring a regular
cash dividend. A copy of the press release is filed herewith as Exhibit 99.1 and
incorporated herein by reference.

     The information under this caption is intended to be furnished by Midland
Capital Holdings, Corporation under Item 12 of Form 8-K but is placed under Item
9 instead of Item 12 in accordance with the interim guidance provided by the
Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003.
The information contained in this Item 9 or incorporated by reference herein
(whether or not furnished pursuant to Item 12) shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.












                                   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 hereunto duly authorized.

                                         MIDLAND CAPITAL HOLDINGS CORPORATION




Date:       May 2, 2003                  By:  /s/ Paul Zogas
         ---------------------------        ------------------------------------
                                              Paul Zogas
                                              President, Chief Executive Officer
                                              and Chief Financial Officer









                                  EXHIBIT INDEX




Exhibit No.                      Description
- -----------                      -----------

   99.1                          Press Release dated April 25, 2003






                                  EXHIBIT 99.1