EXHIBIT 99

 






















                                 REVOCABLE PROXY

                  MIDLAND FEDERAL SAVINGS AND LOAN ASSOCIATION
                         SPECIAL MEETING OF STOCKHOLDERS
                                  July 15, 1998


         The  undersigned  hereby  appoints  the Board of  Directors  of Midland
Federal Savings and Loan Association (the "Association"), and its survivor, with
full powers of substitution, to act as attorney and proxy for the undersigned to
vote all shares of Common  Stock of the  Association  which the  undersigned  is
entitled to vote at the Special Meeting of Stockholders,  to be held on July 15,
1998, at 2:00 p.m., and at any and all adjournments thereof, as follows:


  I.    Approval of a proposal to adopt a           FOR      AGAINST     ABSTAIN
        holding company structure for the           ___        ___         ___
        Association with the result that the       |___|      |___|       |___|
        Association will become a wholly
        owned subsidiary of Midland Capital
        Holding Corporation as provided in 
        the Agreement and Plan of Merger.


  II.   Approval of a proposal to adjourn           FOR      AGAINST     ABSTAIN
        the Special Meeting in the event that a     ___        ___         ___
        sufficient number of votes necessary       |___|      |___|       |___|
        to approve the Agreement and Plan of
        Merger is not received. 
 
       In their discretion,  upon such other matters as may properly come before
the Special Meeting or any adjournment thereof.

       The Board of Directors recommends a vote "FOR" the listed propositions.

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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY  WILL BE VOTED  FOR THE  PROPOSITIONS  STATED.  IF ANY OTHER  BUSINESS  IS
PRESENTED  AT SUCH SPECIAL  MEETING,  THIS PROXY WILL BE VOTED BY THOSE NAMED IN
THIS PROXY IN THEIR BEST  JUDGMENT.  AT THE PRESENT TIME, THE BOARD OF DIRECTORS
KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE SPECIAL MEETING.

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           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


       Should  the  undersigned  be  present  and  elect to vote at the  Special
Meeting or at any adjournment  thereof,  and after notification to the Secretary
of the  Association  at the  Special  Meeting of the  stockholder's  decision to
terminate this Proxy,  then the power of such attorney and proxy shall be deemed
terminated and of no further force and effect.

       The undersigned  acknowledges receipt from the Association,  prior to the
execution  of  this  Proxy,  of  Notice  of  the  Special  Meeting  and a  Proxy
Statement/Prospectus.


Dated: ____________, 1998







_________________________                              _________________________
PRINT NAME OF STOCKHOLDER                              PRINT NAME OF STOCKHOLDER




________________________                               ________________________
SIGNATURE OF STOCKHOLDER                               SIGNATURE OF STOCKHOLDER




       Please sign exactly as your name appears above on this card. When signing
as attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.




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PLEASE  PROMPTLY  COMPLETE,  DATE,  SIGN AND  MAIL  THIS  PROXY IN THE  ENCLOSED
POSTAGE-PAID ENVELOPE

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