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) October 31, 2003
                               (October 31, 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 October 31, 2003

Item 12. Disclosure of Results of Operations and Financial Condition

     On October 31, 2003, Midland Capital Holdings, Corporation issued a press
release announcing its fiscal first 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 contained in this Item 12 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:  October 31, 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 October 31, 2003