EXHIBIT 23.1

 
                                                                    EXHIBIT 23.1







                          INDEPENDENT AUDITORS' CONSENT

Midland Capital Holdings

We consent to the incorporation by reference in this  Registration  Statement of
Midland Capital  Holdings  Corporation on Form S-4 of our report dated August 4,
1997,  appearing in the Annual Report on Form 10-KSB of Midland  Federal Savings
and  Loan  Association  for  the  year  ended  June  30,  1997  relating  to the
consolidated  statements  of  condition  of  Midland  Federal  Savings  and Loan
Association  and  subsidiaries  as of June 30,  1997  and  1996 and the  related
consolidated  statements  of income,  changes in  stockholders'  equity and cash
flows for each of the years in the  three-year  period ended June 30,  1997.  We
also  consent to the  reference  to us under the heading  "Experts" in the Proxy
Statement/Prospectus, which is part of this Registration Statement.




                                               /s/ COBITZ, VANDENBERG & FENNESSY
                                               ---------------------------------
                                                   COBITZ, VANDENBERG & FENNESSY

Hickory Hills, Illinois
June 15, 1998