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

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended ~~March~~June 3130, 2001OR

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-10602

MID-AMERICA BANCORP
(Exact name of registrant as specified in its charter)

KENTUCKY 61-1012933
(State or other jurisdiction of (I.R.S. Employer Identification No.)

incorporation or organization)

500 West Broadway, Louisville, Kentucky 40202
(Address of principal executive offices) (Zip Code)

(502) 589-3351
(Registrant's telephone number, including area code)

NONE
(Former name, former address and former fiscal year,
if changed since last report)

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 a 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

(continued)

MID-AMERICA BANCORP

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
Yes No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. ~~April~~July 3031, 2001: 11,~~011~~049,~~022~~264 shares of common stock, no par value

MIDAMERICA BANCORP

PART I. FINANCIAL INFORMATION

The consolidated financial statements of MidAmerica Bancorp and subsidiaries (Company) submitted herewith are unaudited. However, in the opinion of management, all adjustments (consisting only of adjustments of a normal recurring nature) necessary for a fair presentation of the results for the interim periods have been made. Operating results for the periods ended June 30, 2001 are not necessarily indicative of the results that may be expected for the year ended December 31, 2001.

ITEM 1. FINANCIAL STATEMENTS

The following unaudited consolidated financial statements of the Company are submitted herewith:

Consolidated Balance Sheets - ~~March~~June 3130, 2001 and December 31, 2000 Consolidated Statements of Income - three and six months ended ~~March~~June 3130, 2001 and 2000 Consolidated Statements of Changes in Shareholders’ Equity - ~~three~~six months ended ~~March~~June 3130, 2001 and 2000 Consolidated Statements of Comprehensive Income - three and six months ended ~~March~~June 3130, ~~2001~~ 2001 and 2000 Consolidated Statements of Cash Flows - ~~three~~six months ended ~~March~~June 3130, 2001 and 2000 Notes to Consolidated Financial Statements

CONSOLIDATED BALANCE SHEETS

In Thousands, Except Share and Per Share Amounts
Unaudited

                                                        March                                                       June 3130     December 31
                                                                                                            ------------  ------------
                                                                                                                  2001          2000
                                                                                                            ------------  ------------
ASSETS
Cash and due from banks                                                                      $3335,963340       $55,421
SecuritiesFederal purchasedfunds under agreements to resell             30sold                                        14,000500            --
Securities available for sale, amortized cost
  of $530489,181 947(2001) and $625,230 (2000)                   538                  497,384213       630,312
Securities held to maturity, fair value of
  $2,580583 (2001) and $2,555 (2000)                                                      2,525524         2,525
Loans, net of unearned income                                                      1,094133,971644     1,058,269
Allowance for loan losses                                                                  (10,079205)       (9,979)
                                                                                                            ------------  ------------

                                                     ------------  ------------
  Loans, net                                                                                        1,084123,892439     1,048,290
Premises and equipment                                      21                                    22,072270        21,153
Other assets                                                43                                              71,220199        46,249
                                                                                                            ------------  ------------
    TOTAL ASSETS                                                                              $1,754766,056485    $1,803,950
                                                                                                            ============  ============

LIABILITIES
Deposits:
  Non-interest bearing                                                                      $144184,201422      $163,534
  Interest bearing                                         919                                       915,098594       865,774
                                                                                                            ------------  ------------
    Total deposits                                                                            1,063100,299016     1,029,308

Securities sold under agreements to repurchase             270           245,511875       274,040
Federal funds purchased                                     52                                   39,225335        47,935
Gift certificates outstanding                               77                             72,143224       164,908
Advances from the Federal Home Loan Bank                    59                  76,597795        61,954
Litigation settlement reserve                               30                             31,551113        30,000
Accrued expenses and other liabilities                      16                    13,715688        17,436
                                                                                                            ------------  ------------
    TOTAL LIABILITIES                                                                      1,570579,041046     1,625,581

SHAREHOLDERS' EQUITY
Preferred stock, no par value;
  authorized - 750,000 shares; none issued                                          --            --
Common stock, no par value, stated value $2.77
  per share; authorized - 15,000,000 shares;
  issued and outstanding - 11,009020,090828 shares
  (2001); 11,006,600 shares (2000)                                                  30,530562        30,523
Additional paid-in capital                                                                140,112204       140,077
Retained earnings                                            7                                         11,589586         4,552
Accumulated other comprehensive income                                            5,784087         3,217
                                                                                                            ------------  ------------
    TOTAL SHAREHOLDERS' EQUITY                             184                           187,015439       178,369
                                                                                                            ------------  ------------
    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                  $1,754766,056485    $1,803,950
                                                                                                            ============  ============

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF INCOME

In Thousands, Except Per Share Amounts
Unaudited

                                                                                                                Three months          Six months
                                                                                                              ended MarchJune 3130        ended June 30
                                                                                                        -------------------  -------------------
INTEREST INCOME:                                                                            2001               2000       2001      2000
                                                                                                        ---------  --------  ---------  --------
Interest and fees on loans                                                       $23,980      570   $2324,585717    $47,550   $48,302
Interest and dividends on:
  Taxable securities                                            7                           6,728        531     6,796475     14,259    13,271
  Tax-exempt securities                                           816          746                          812       754      1,628     1,500
Interest on federal funds sold                                    161           47                   146        51        307        98
Interest on securities purchased under
  agreements to resell                                            425          385                           740       423      1,165       808
                                                                                                        ---------  --------  ---------  --------
    Total interest income                                      33,110                            31,559799    32,420     64,909    63,979
                                                                                                        ---------  --------  ---------  --------

INTEREST EXPENSE:
Interest on deposits                                           11                          10,017        481     9,128541     21,498    18,669
Interest on federal funds purchased
 and
   securities sold under agreements
 to repurchase                4                                 3,446        855     4,449402      8,301     8,851
Interest on Federal Home Loan Bank advances                       903            1,008027       981      1,930     1,989
                                                                                                        ---------  --------  ---------  --------
    Total interest expense                                     16                    15,366       363    14,585924     31,729    29,509
                                                                                                        ---------  --------  ---------  --------
Net interest income before provision 
  for loan losses                                        16,744       16436    17,974496     33,180    34,470
Provision for loan losses                                         341          575                        640       515        981     1,090
                                                                                                        ---------  --------  ---------  --------
NET INTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                                              16                             15,403       796    16,399981     32,199    33,380
                                                                                                        ---------  --------  ---------  --------

NON-INTEREST INCOME:
Trust fees                                                        793          820                                       902       750      1,695     1,570
Service charges on deposit accounts                                         1,617        945     1,573625      3,562     3,198
Gift certificate fees                                             877          556                            865       623      1,742     1,179
Other                                                           Securities gains (losses)                      1,012502        (1)     1,458502        (1)
                                                            Other                                          1,379     1,205      2,391     2,663
                                            ---------  --------  ---------  --------
    Total non-interest income                                   4                  6,299        593     4,407202     10,892     8,609
                                                                                                        ---------  --------  ---------  --------

OTHER OPERATING EXPENSES:
Salaries and employee benefits                                                   7,493        6844     7,961046     15,337    14,007
Occupancy expense                                                 846          865                                839       769      1,685     1,634
Furniture and equipment expenses                                               1,182        163     1,137132      2,345     2,269
Provision for litigation settlement reserve                             600                   --      1,200        --
Other                                                           2                                          3,989        159     2,814664      6,148     5,478
                                                                                                        ---------  --------  ---------  --------
    Total other operating expenses                                         13,110       605    11,777611     26,715    23,388
                                                                                                        ---------  --------  ---------  --------
Income before income taxes                                      7                     8,592        784     9,029572     16,376    18,601
Income tax expense                                              1                             2,912        142     2,611813      4,054     5,424
                                                                                                        ---------  --------  ---------  --------
NET INCOME                                                                                         $56,680       642    $6,418759    $12,322   $13,177
                                                                                                        =========  ========  =========  ========

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                                                                               11,008       017    11,000     11,013    10,990995
  Diluted                                                                                           11,137       165    11,137125     11,151    11,131

NET INCOME PER COMMON SHARE
  Basic                                                                                                 $0.52        60     $0.5861      $1.12     $1.19
  Diluted                                                                                               0.51         59      0.5761       1.11      1.18

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

In Thousands, Except Per Share Amounts
Unaudited

                                                                 Three                                                                     Six months
                                                                                                                                   ended MarchJune 3130
                                                                                                                             -----------------------
                                                                                                                                 2001               2000
                                                                                                                             ----------  -----------
Balance, January 1                                                                                          $178,369       $178,548
Net income                                                      5                                                         12,680        6322    13,418177
Other comprehensive income (loss), net of tax                   2                       1,567          870        (796)
Cash dividends - $.2448 (2001) and $.223447 (2000)                                        (25,643288)         (24,468925)
Stock options exercised, including related tax benefits            42          461               166       512
                                                                                                                             --------- -  -----------
Balance, MarchJune 31                                            30                                                 $184187,015     439  $182187,880306
                                                                                                                             ========= =  ===========

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

In Thousands
Unaudited

                                                                                                                Three months          Six months
                                                                                                              ended MarchJune 3130        ended June 30
                                                                                                        -------------------  -------------------
                                                                                                            2001               2000       2001      2000
                                                                                                        ---------  --------  ---------  --------

Net Income                                                                                         $56,680       642    $6,418759    $12,322   $13,177

Other comprehensive income (loss), net
 of tax:
  Unrealized gains on securities available 
   for sale:
    Unrealized holding gains arising 
      during the period                                    368        72      2,028            7396        79
    Less reclassification adjustment for 
      (gains) losses
       included in net income                                            (976)        1       (976)        1
                                            --           --
                                                            -----  --------  ---------  --------
                                                                2                                                (608)       73      1,028            7420        80
  Cash flow hedging activity:
    Transition adjustment reflecting the 
      cumulative effect
       of a change in 
      accounting principle 
      January 1, 2001,
       net of tax                                                                   --        --        439                   --

    Increase in fair value during the 
      period, net of tax                                    --        --        123                   --

    Reclassification of gain related to 
      terminated interest rate
      rate swap, net of tax                                                                  (89)                 --       (178)       --
                                                                                                        ---------  --------  ---------  --------
    Net impact of cash flow hedges                                473                          (89)       --        384        --

  Pension liability adjustment                                                         --        --         66                 (86)
                                                                                                        ---------  --------  ---------  --------
Other comprehensive income (loss)                               2               (697)       73      1,567          870        (796)
                                                                                                        ---------  --------  ---------  --------
COMPREHENSIVE INCOME                                                                     $85,247       945    $6,339832    $14,192   $13,171
                                                                                                        =========  ========  =========  ========

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

In Thousands
Unaudited

                                                                 Three                                                                   Six months
                                                                                                                                  ended MarchJune 3130
                                                            --------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                   2001                   2000
                                                            ------------  ------------
Net income                                                                                                           $512,680322       $613,418177
 Adjustments to reconcile net income to net cash provided
       by (used in) operating activities:
    Depreciation, amortization and accretion, net                              (1,433387)                 (362284)
    Provision for loan losses                                     341          575                                       981         1,090
    Provision for litigation settlement reserve                   600           1,200            --
    Federal Home Loan Bank stock dividend                                                  (341692)                 (310642)
    (Gain) loss on sales of securities                           (1,502)            1
    Gains on sales of real estate                                                                   (72154)                 (285442)
    Deferred taxes                                              1,292          922                                                  761           604
    Tax benefit from stock option exercises                         9           42                          11            44
    Decrease (increase) in interest receivable                                      1,062         161          (462438)
    DecreaseIncrease (increase) in other assets                         1,986                                            (16,099102)         (545)
    Decrease in accrued expenses and other liabilities                    (24,615910)             (34,244081)
                                                            ------------  ------------
Net cash provided by operating activities                       6                         1,509        2689         8,195484
                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                 (8971,956312,918)       (8341,532227,916)
  Proceeds from maturities of securities available for sale   9951,564      950422,616960     1,356,549
  Proceeds from sales of securities available for sale           30,404        10,065
  Purchases of securities held to maturity                                                    --                 (1,924)
  Proceeds from maturities of securities held to maturity                      --                 2,300
  (Increase) decrease in loans                                                                  (3776,032219)       810,555889
  Purchase of bank-owned life insurance                         (20,000)           --
  Proceeds from sales of other real estate                        142          422                                212           886
  Purchases of premises and equipment                            (7532,732)                 (388973)
  Proceeds from sales of premises and equipment                    48          418                      56           530
                                                            ------------  ------------
Net cash provided by investing activities                      60                        41,013      126763       150,467406
                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                     33                                       70,991       15708        20,276881
  Net decrease in securities sold under agreements
    to repurchase                                                                                             (328,529165)           (5770,866403)
  Net increase (decrease) in federal funds purchased            4                        (8,290600)       (38,730800)
  Advances from the Federal Home Loan Bank                       23,000            --
  Repayment of advances from the Federal Home Loan Bank                  (28,357159)             (13,678546)
  Decrease in gift certificates outstanding                                        (8792,765684)           (6164,332816)
  Stock options exercised                                          33          377                                           155           424
  Dividends paid                                                                                                (25,643288)             (24,468925)
                                                            ------------  ------------
Net cash used in financing activities                                                    (5749,980033)         (111131,421185)
                                                            ------------  ------------
Net increase (decrease) in cash and cash equivalents                       8             (5,542581)       1727,241705
Cash and cash equivalents at January 1                                                    55,421               41,478
                                                            ------------  ------------
Cash and cash equivalents at MarchJune 31                         30                            $6349,963      840       $5869,719183
                                                            ============  ============

See notes to unaudited consolidated financial statements.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. The accounting and reporting policies of MidAmerica Bancorp and its subsidiaries (the Company) conform with accounting principles generally accepted in the United States of America and general practices within the banking industry. The ~~accompanying~~ accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and do not include all information and footnotes required by accounting principles generally accepted in the ~~accounting~~ United ~~principles~~States of America for complete financial statements. For more information, refer to the Summary of Significant Accounting Policies footnote which appears in the Company’'s 2000 Annual Report and Form 10-K filed with the Securities and Exchange Commission. The consolidated financial statements reflect all adjustments (consisting only of adjustments of a normal recurring nature) which are, in the opinion of management, necessary for a fair presentation of financial condition and results of operations for the interim periods.

2. In June 1998, the Financial Accounting Standards Board (FASB) issued Statement of of Financial Accounting Standards (SFAS) No. 133. “"Accounting for ~~Derivative~~ Derivative Instruments and Hedging Activities”" (Statement 133). In June 1999 and June 2000, the FASB issued SFAS No. 137 “"Accounting for Derivative Instruments and Hedging Activities - Deferral of the Effective Date of FASB Statement No. 133, an Amendment of FASB Statement No. 133", and SFAS No. 138 “"Accounting for Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133", respectively. Statement 133, as amended, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. Statement 133, as amended, requires an entity to recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value. If certain conditions ~~are~~ are met, a derivative may be specifically designated as a hedge. The accounting for changes in the fair value of a derivative (i.e., gains and losses) depends on the intended use of the derivative and the resulting designation. Under Statement 133, as amended, an entity that elects to apply hedge accounting is required to establish, at the inception of the hedge, the method it will use for assessing the effectiveness of the hedging derivative and the measurement approach for determining the ineffective aspect of the hedge. Those methods must be consistent with the entity’'s approach to managing risk.

The Company utilizes derivative instruments and hedging activities to assist in the management of interest rate sensitivity and to modify the repricing, maturity and option characteristics of certain assets and liabilities. The following is a summary of the Company's accounting policies for derivative instruments and hedging activities under Statement 133, as amended.

Interest rate swap agreements designated as cash flow hedges are accounted for at fair value. The effective portion of the change in the cash flow hedge's gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the underlying transaction affects earnings. The ineffective portion of the change in the cash flow hedge's gain or loss is recorded in earnings on each quarterly measurement date. The cash flow hedges are accounted for on an accrual basis with the net interest differential being recognized as an adjustment to interest income or interest ~~expenses~~expense of the related asset or liability.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

On January 1, 2001, the Company implemented Statement 133, as amended. At that date, the Company had two interest rate swap agreements which were designated as cash flow hedges. The implementation of Statement 133, as amended, resulted in the recognition of derivative instruments as assets totaling $676,000, an increase in deferred tax liabilities of $237,000 and an increase in other comprehensive income of $439,000.

During the first quarter of 2001, a cash flow hedge with a notional amount of $50 million was terminated at a gain of $865,000. The gain is being recognized over the remaining term of the agreement. During the ~~quarter~~three aand ~~gain~~six months ended June 30, 2001, gains net of tax of $89,000 ~~net~~and of$178,000, ~~tax~~respectively, ~~was~~ were recognized in earnings related to the termination of this instrument. The second instrument matured on on February 27, 2001. At ~~March~~June 3130, 2001, the Company had no derivative instruments.

3. The following table presents the numerators (net income) and denominators (average shares outstanding) for the basic and diluted net income per share computations for the three and six months ended ~~March~~June 3130. Appropriate share and per share information in the consolidated financial statements has been adjusted for the 3% stock dividend declared in November 2000.

In thousands, except per share amounts

                                                                                                      Three Monthsmonths          Six Endedmonths
                                                            March                                              ended 31June 30        ended June 30
                                                                                                 -------------------  -------------------
                                                                                                      2001               2000       2001      2000
                                                                                                 ---------  --------  ---------  --------
    Net income, basic and diluted                                        $56,680       642    $6,418759    $12,322   $13,177
                                                                                                 =========  ========  =========  ========

    Average shares outstanding                                              11,008       017    11,000     11,013    10,990995
    Effect of dilutive securities                              129          147                148       125        138       136
                                                                                                 ---------  --------  ---------  --------
    Average shares outstanding including
          dilutive securities                                                      11,137       165    11,137125     11,151    11,131
                                                                                                 =========  ========  =========  ========

    Net income per share, basic                                              $0.52        60     $0.5861      $1.12     $1.19
                                                                                                 =========  ========  =========  ========

    Net income per share, diluted                                          $0.51        59     $0.5761      $1.11     $1.18
                                                                                                 =========  ========  =========  ========

4. The amortized cost and fair value of securities available for sale are summarized as follows:

In thousands

                                        March                                          June 3130, 2001              December 31, 2000
                                                                                -------------------  -----------------------------
                                                                                Amortized         Fair           Amortized         Fair
                                                                                     Cost              Value              Cost             Value
                                                                                -----------  ----------  ---------  -- -----------
    U.S. Treasury and U.S. government
        agencies                                                          $219206,133    593  $220207,717     629   $336,133      $337,114
    Collateralized mortgage obligations    198      169,465     201696   172,115      676    184,126        185,449
    States and political subdivisions       64         60,880      68394    63,662       555     62,663          65,359
    Corporate obligations                   25                     30,164      25372    30,351       461     20,310          20,392
    Federal Reserve and Federal Home
        Loan Bank Stock                                                22,539      892    22,539       892     21,998          21,998
                                                                                --------- --  ----------  ----------- -----------
                                                                                  $530489,181    947  $538497,384     213   $625,230      $630,312
                                                                                ========= ==  ==========  =========== ===========

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

The amortized cost and fair value of securities held to maturity are summarized as follows:

In thousands

                                        March                                              June 3130, 2001              December 31, 2000
                                                                                -------------------  -----------------------------
                                                                                Amortized         Fair           Amortized         Fair
                                                                                     Cost              Value              Cost             Value
                                                                                -----------  ----------  ---------  -- -----------
    U.S. Treasury and U.S. government
        agencies                                                              $2,525      524    $2,580       583     $2,525          $2,555
                                                                                ===========  ==========  =========  == ===========

5. Activity in the allowance for loan losses for the ~~three~~six months ended ~~March~~June 3130, 2001 and 2000 follows:

In thousands

                                        March                                                Six 31,    Marchmonths
                                               ended 31,June 30
                                           2001        2000
                                                                                    -----------  --------
                                              2001      2000
                                            ---------  --------
    Balance, January 1                                                  $9,979          $9,854

    Loans charged-off                                                      (4481,057)          (6151,138)
    Recoveries                                     207          62                                   302       129
                                                                                    -----------  ----------
    Net loans charged-off                                                (241755)          (5531,009)

    Provision for loan losses                      341         575                    981     1,090
                                                                                    -----------  ----------
    Balance, endJune of period                     30                         $10,079      205    $9,876935
                                                                                    ===========  ==========

6. Significant components of other non-interest income and operating expenses are set forth below:

In thousands

                                                                                                   Three months          Six endedmonths
                                                         March                                              ended 31June 30        ended June 30
                                                                                               -------------------  -------------------
                                                                                                    2001              2000       2001      2000
                                                                                               ---------  -- ------  ---------  --------

    Other non-interest income:
          Gains on sales of real estate                                       $95        59      $285127       $154      $442
   Other                                                  917       Other                                   1,173320     1,078      2,237     2,221
                                                                                               ---------  -- ------  ---------  --------
                                                                                                     $1,012      379    $1,458205     $2,391    $2,663
                                                                                               =========  == ======  =========  ========

In thousands

                                                                                                   Three months          Six endedmonths
                                                         March                                              ended 31June 30        ended June 30
                                                                                               -------------------  -------------------
                                                                                                    2001              2000       2001      2000
                                                                                               ---------  -- ------  ---------  --------

    Other operating expenses:
             Advertising and marketing                                          $394        426      $288
252       $820      $540
       Operating supplies                                  395         318                        320       320        715       638
             Legal and professional fees                         321         347               396       356        717       703
             Taxes, other than income taxes                      447         417            462       420        909       837
             Other                                                                                1,432       555     1,444316      2,987     2,760
                                                                                               ---------  -- ------  ---------  --------
                                                                                                     $23,989      159    $2,814664     $6,148    $5,478
                                                                                               =========  == ======  =========  ========

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

7. Selected financial information by business segment for ~~March~~June 2001 and 2000 follows:

In thousands

                                                                                                   Three months          Six endedmonths
                                                         March                                              ended 31June 30        ended June 30
                                                                                               -------------------  -------------------
                                                                                                    2001              2000       2001      2000
                                                                                               ---------  -- ------  ---------  --------
    Net interest income
          Banking                                                                           $15,136     399   $1516,586
348    $30,535   $31,934
       Gift certificate subsidiary                                         989     1,531       1021      2,216520     2,237
          Other                                                   77         172                                      48       127        125       299
                                                                                               ---------  -- ------  ---------  --------
                Total                                                                         $16,744     436   $1617,974496    $33,180   $34,470
                                                                                               =========  == ======  =========  ========

    Non-interest income
          Banking                                                                             $35,540      342    $3,844600     $8,882    $7,444
          Gift certificate subsidiary                            761         549             1,190       598      1,951     1,147
          Other (a)                                            1                               2,828       068     1,872861      3,896     3,733
          Eliminations (a)                                                           (12,830007)        (1,858857)    (3,837)   (3,715)
                                                                                               ---------  -- ------  ---------  --------
                Total                                                                           $46,299      593    $4,407202    $10,892    $8,609
                                                                                               =========  == ======  =========  ========

    Net Income
          Banking                                                                             $45,587      446    $56,454
045    $10,033   $11,499
       Gift certificate subsidiary                                       1,139         821032       649      2,171     1,470
          Other                                                  (46)                                     164        14365        118       208
                                                                                               ---------  -- ------  ---------  --------
                Total                                                                           $56,680      642    $6,418759    $12,322   $13,177
                                                                                               =========  == ======  =========  ========

    Assets as of MarchJune 3130                                     2001          2000
                                                             ------------  ------------
       Banking                                                                                      $1,674687,776  950    $1,561553,558083
          Gift certificate subsidiary                         90                             85,074      70086        68,735036
          Other                                                7                                                    9,730      12019        11,542543
          Eliminations                                                                                  (1815,524570)            (79,401274)
                                                                                                             ----------- -  ------------
                Total                                                                                    $1,754766,056  485    $1,637623,434388
                                                                                                             =========== =  ============

(a) Data processing revenues, for services provided to the banking segment and certain ~~other~~ other operating areas by the data processing subsidiary, are eliminated in the consolidated statement statement of income.

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

This item discusses the results of operations for the Company for the three and six months ended ~~March~~June 3130, 2001, and compares ~~this period~~those periods with the same ~~period~~periods of the previous year. In addition, the discussion describes the significant ~~changes~~ changes in the financial condition of the Company at ~~March~~June 3130, 2001 as compared to December 31, 2000. This discussion should be read in conjunction with the unaudited consolidated financial statements and accompanying notes presented in Part I, Item 1 of this report.

RESULTS OF OPERATIONS

Net income for the ~~quarter~~three months ended ~~March~~June 3130, 2001 ~~was~~as $56.~~680~~ 642 million or $0.5159 per share on a diluted basis compared to $6.~~418~~ 759 million or $0.5761 per share on a diluted basis for the ~~same~~three ~~period~~months ~~last~~ended ~~year~~June 30, 2000. Net income for the ~~quarter~~ six months ended ~~March~~June 3130, 2001~~, when compared~~ towas ~~the~~$12.322 ~~same~~million ~~period~~or ~~in 2000, decreased 11~~$1.5%11 ~~and diluted net income~~ per share ~~decreased~~on ~~10.5%. Excluding non-recurring~~a ~~gains~~diluted inbasis ~~each~~compared ~~quarter~~to ~~and~~ $~~600,000~~13.177 ofmillion ~~expenses~~or in$1.18 ~~2001~~per ~~related~~share toon ~~the~~a ~~previously reported~~diluted ~~Kentucky~~basis ~~Central~~for ~~lawsuit, net income in~~ the ~~first~~ ~~quarter~~six ofmonths ~~2001~~ended ~~decreased~~June ~~3.3%~~30, ~~compared to the first quarter of~~ 2000.

~~The~~On a diluted per share basis, net income for the three months ended June 30, 2001, decreased ~~operating~~3.3% ~~performance~~compared isto ~~attributed~~the ~~primarily~~three months ended June 30, 2000. For the six months ended June 30, 2001, diluted net income per share decreased 5.9%, compared to the ~~combination~~first six months of 2000. Excluding unusual gains and expenses in each period, discussed below, net income in the ~~following~~second ~~factors:~~quarter of 2001 decreased 9.9% from the second quarter of 2000, and net income for the six months ended June 30, 2001, decreased 6.7% compared to the first six months of 2000.

A Net ~~decrease~~income infor ~~net~~the ~~interest~~three ~~income~~and six month periods ended June 30, 2001, and 2000 includes unusual gains and expenses. In 2001, the Company recognized gains on sales aof ~~tax~~real ~~equivalent~~estate ~~basis~~of $59,000 for the second quarter and $154,000 for the six-month period. Securities gains of $1.502 million were recognized in the second quarter of 2001. Proceeds from sales and calls of securities available for sale, aggregating approximately $43 million, will be used primarily to fund anticipated commercial loan growth in the third and fourth quarters. Litigation settlement reserve expenses associated with the previously reported Kentucky Central lawsuit were $600,000 in the second quarter of 2001, and $1.2% million for the six-month period. Gains on sales of real estate in the second quarter and six-month period in 2000 were $127,000 and $442,000 respectively.

An NET ~~increase~~INTEREST ~~in the core components of non-interest income of 2.7%~~ INCOME

An Net ~~increase~~interest inincome ~~other~~is ~~operating~~the ~~expenses~~difference between interest earned on earning assets and interest expensed on interest bearing liabilities. The net interest spread is the difference between the average rate of 6interest earned on earning assets and the average rate of interest expensed on interest bearing liabilities.2% The net yield on earning assets (interest margin) is net interest income divided by average earning assets. The following table summarizes the above for the three and six months ended June 30, 2001 and 2000.

~~Net~~Dollars ~~Interest~~in ~~Income~~thousands

                              Three Months Ended           Six Months Ended
                                            June 30                     June 30
         Net                          ---------------------------  --------------------------
                                  2001          2000          2001          2000
                          ------------- interest-------------  ------------  ------------
Total interest income          $31,799       $32,420       $64,909       $63,979
Tax isequivalent theadjustment          438           415           880           828
                          ------------- difference-------------  between------------  interest------------
Tax earnedequivalent
 oninterest earningincome                32,237        32,835        65,789        64,807
Total assetsinterest andexpense          15,363        14,924        31,729        29,509
                          ------------- interest-------------  incurred------------  ------------
Tax onequivalent interest  bearingnet
liabilities.  The net interest  spread isincome           $16,874       $17,911       $34,060       $35,298
                          ============= the difference=============  between============  ============
Average the average rate of interest earned on
 earning assets and the average                  7.51%         8.57%         7.83%         8.35%
Average rate of interest  incurred on interest  
 bearing   liabilities             4.  The48%         4.92%         4.79%         4.81%
Net interest  margin isspread,
 tax  equivalent  netannualized                      3.03%         3.65%         3.04%         3.54%
Net interest  income dividedmargin,
 byannualized                      3.93%         4.67%         4.06%         4.55%
average
Average earning assets.  The following table summarizes the above for the three months ended March 31      $1,729,759    $1,534,353    $1,700,564    $1,555,375
Average 2001interest andbearing
 2000.liabilities                $1,376,443    $1,219,483    $1,336,193    $1,234,737

~~Dollars~~ Net ininterest ~~thousands Three~~income ~~Months~~on ~~Ended March~~a 31 --------------------------- 2001 2000 ------------ ------------- Totaltax ~~interest~~equivalent ~~income~~ basis decreased $331.037 million,~~110 $31~~ or 5.8%,~~559~~ for ~~Tax~~the ~~equivalent~~quarter ~~adjustment 442 413~~ and $1.238 million or 3.5% for the six-~~----------- ------------- Tax~~month ~~equivalent~~period. ~~interest~~The ~~income 33,552 31,972~~declines in ~~Total~~net interest ~~expense 16,366 14,585~~ income for the quarter and six-~~----------- -------------~~month period are primarily ~~Tax~~attributable ~~equivalent~~to ~~net~~the rapid decline in interest ~~income $17,186 $17,387~~rates in 2001. Since the beginning ~~============ ============= Average~~of 2001, the Federal Reserve has reduced the federal funds interest rate onsix times ~~earning~~by ~~assets 8~~a total of 275 basis points (2.1775% 8).~~13% Average~~ ~~rate~~The onnet interest ~~bearing~~margin ~~liabilities 5.12% 4.69%~~for the ~~Net~~second ~~interest~~quarter ~~spread~~of 2001, ~~annualized~~ compared to the same period in 2000, declined 74 basis points, to 3.0593% 3, and for the six-month period ended June 30, 2001 compared to the same period in 2000, declined 49 basis points, to 4.4406%. The decline in the ~~Net~~net interest margin and net interest income is primarily attributed to higher time deposit costs remaining from the higher market interest environment during 2000. For both the quarter and six-month periods, ~~annualized 4~~time deposit costs were higher in 2001 than in 2000, despite the reduction of the average prime interest rate of 189 basis points for the quarter and 97 basis points for the six-month period.~~19% 4.42%~~ Partially offsetting the negative impact of declining interest rates ~~Average~~were the benefits associated with increases in average earning assets of $1195 million,~~671~~ or 12.7%,~~044~~ for the quarter and $1145 million,~~576~~ or 9.3%,~~397~~ for the six-month ~~Average~~period. Management anticipates that the net interest ~~bearing~~margin ~~liabilities $1,295,495 $1,249,991~~and net interest income will be favorably impacted in the third quarter by the repricing of maturing time deposits at lower rates and the effects of using assets currently invested in lower yielding short-term investments to fund commercial loan growth.

~~Tax~~ALLOWANCE ~~equivalent~~FOR ~~net~~LOAN ~~interest~~LOSSES ~~income~~AND ~~decreased $201,000, or~~PROVISION ~~1.2%,~~FOR inLOAN the first quarter of 2001, compared to the first quarter of 2000. The benefit of higher earning asset volume was offset by the impact of declining market interest rates during the first quarter of 2001. Average earning assets in the first quarter of 2001 increased $95 million, or 6.0%, compared with the first quarter of 2000. The average earning asset growth included average loan growth of $11 million, with the remaining average earning asset growth in lower yielding securities. The net interest margin declined 23 basis points to 4.19% in the first quarter of 2001, compared with 4.42% in the first quarter of 2000. The net interest spread declined 39 basis points to 3.05% in the first quarter of 2001, compared with 3.44% in the first quarter of 2000. The average rate on earning assets increased 4 basis points, while costs of interest bearing liabilities increased 43 basis points. The decline in the net interest margin and spread was primarily attributed to higher time deposit costs, arising from the higher market interest rate environment during 2000. Management anticipates that the net interest margin and net interest income will be favorably impacted in the second quarter by the repricing of maturing time deposits at lower rates and the effects of using assets currently invested in lower yielding short-term investments to fund commercial loan growth anticipated in the second quarter. LOSSES

~~Allowance~~The allowance for ~~Loan~~loan ~~Losses~~losses is maintained at a level adequate to absorb estimated probable credit losses in the loan portfolio, considering nonperforming loans and ~~Provision~~overall economic conditions. In evaluating the allowance for ~~Loan~~loan ~~Losses~~losses management considers its evaluation of the risk characteristics of each segment of the loan portfolio, including the impact of current economic conditions on the borrowers’ ability to repay, past collection and loss experience and such other factors, which, in management’s judgment, deserve current recognition. Based on this process, the allowance for loan losses was considered adequate at June 30, 2001.

The allowance for loan losses ~~is maintained at~~was a$10.205 ~~level adequate~~million, toor ~~absorb estimated probable credit~~0.90% ~~losses~~of inloans, ~~the~~as ~~loan~~of June 30, ~~portfolio~~2001, ~~considering nonperforming~~ ~~loans~~compared ~~and~~to ~~overall~~$9.979 ~~economic~~million, ~~conditions~~or 0. In94% ~~evaluating~~of ~~the~~loans, at December 31, 2000. The allowance for loan losses was 150% of non performing loans at June 30, ~~management~~ 2001 ~~considers~~compared ~~its~~to ~~evaluation~~98% ofat December 31, 2000. Net loans charged off were $514,000 in the second ~~risk characteristics~~ quarter of 2001 and $755,000 for the ~~loan~~six ~~portfolio~~months ended June 30, ~~including~~ 2001, compared to $456,000 in the ~~impact~~second quarter of ~~current economic conditions~~2000 on and $1.009 million for the six ~~borrowers'~~months ~~ability~~ended June 30, 2000. Net loans charged off related to ~~repay~~indirect automobile lending activities were $332,000 ~~past~~for ~~collection~~the ~~and~~second ~~loss~~quarter ~~experience~~of 2001 and $526,000 ~~such~~for ~~other~~the ~~factors~~six-month period ended June 30, ~~which~~ 2001, incompared ~~management's~~to ~~judgment~~$417, ~~deserve~~000 in ~~current~~the ~~recognition. Based~~second onquarter ~~this~~of ~~process~~2000 and $933,000 for the ~~allowance~~six-month period in 2000. The second quarter provision for loan losses in 2001 was ~~considered~~$640,000, ~~adequate~~compared atto $515,000 ~~March~~in 312000. For the six months ended June 30, 2001, the provision for loan losses was $981,000, compared to $1.090 million for the same period in 2000. See “Nonperforming Loans and Assets”.

~~The allowance for loan losses was $10,079,000 on~~An ~~March 31, 2001, and~~analysis ~~was 0.92%~~ of ~~loans outstanding and~~ ~~132% of nonperforming loans. At December 31, 2000,~~ the ~~allowance for~~ ~~loan losses was $9,979,000 and~~changes ~~was 0.94% of loans and 98% of nonperforming loans. Net loans charged-off~~ in the ~~first~~allowance quarter of 2001 were $241,000, compared to $553,000 in the first quarter of 2000. Loan charge-offs related to the Company's indirect automobile lending activities aggregated $194,000 in the first quarter of 2001, compared to $516,000 in the first quarter of 2000. The provision for loan losses inand ~~the~~selected ~~first quarter~~ratios ~~of 2001 was $341,000,~~follows: ~~compared to $575,000 in the first quarter of 2000. The decrease in the provision for loan losses related to the decreased level of charged-off loans. See "Non-Performing Loans and Assets".~~

AnDollars ~~analysis of the changes~~ in ~~the allowance for loan losses and selected ratios follows:~~ thousands

Dollars                                                        Six in thousands                                Three Months Ended
                                                         March                                                             June 3130
                                                                                                      --------------------------
                                                                                                             2001                       2000
                                                                                                      --------       ----  ------------
Balance at January 1                                                                     $9,979                 $9,854

Loans charged off                                                                             (4481,057)                 (6151,138)
Recoveries                                               207                                                302            62129
                                                                                                      --------       ----  ------------
  Net loans charged off                                                                   (241755)                 (5531,009)
Provision for loan losses                                341           575                                 981          1,090
                                                                                                      --------       ----  ------------
Balance MarchJune 31                                     30                                       $10,079        205         $9,876935
                                                                                                      ========       ====  ============

Average loans, net of unearned income                           $1,065087,231    449     $1,053057,898776
Provision for loan losses to average loans                           0.0309%                   0.0510%
Allowance for loan losses to average loans                           0.9594%                   0.94%
Allowance for loan losses to period-end loans                     0.9290%                   0.94%

~~Non~~NON-~~interest~~INTEREST ~~Income~~INCOME ~~and~~AND ~~Other~~OTHER ~~Operating~~OPERATING ~~Expenses~~EXPENSES

The following table sets forth the major components of non-interest income and other operating expenses for the three and six months ended ~~March~~June 3130, 2001 and 2000:

In thousands Three months ended March 31 ---------------------- 2001 2000 ---------- ---------- Non-Interest Income: Trust fees $793 $820 Service charges on deposit accounts 1,617 1,573 Gift certificate fees 877 556 Gains on sales of real estate 95 285 Other 917 1,173 ---------- ---------- Total non-interest income $4,299 $4,407 ========== ========== Other Operating Expenses: Salaries and employee benefits $7,493 $6,961 Occupancy expenses 846 865 Furniture and equipment expenses 1,182 1,137 Provision for litigation settlement reserve 600 --- Advertising and marketing 394 288 Operating supplies 395 318 Legal and professional fees 321 347 Taxes-bank, property and other 447 417 Other 1,432 1,444 ---------- ---------- Total other operating expenses $13,110 $11,777 ========== ==========


        
         Non-interest  income                                           Three inMonths theEnded       Six firstMonths quarterEnded
                                                June of30                  June 30
                                        -----------------------  -----------------------
                                              2001 included $95,000 of non        2000         2001        2000
                                        -recurring----------  gains, while  non-interest---------  income----------- in-----------
Non-Interest theIncome:
first  Income quarterfrom oftrust 2000 included  department                $315902        $750       $1,000695      $1,570
  Service ofcharges non-recurringon deposit accounts        1,945       1,625        3,562       3,198
  gains.  ExcludingGift thesecertificate gainsfees                        865         623        1,742       1,179
  non-interest  incomeSecurity ingains the(losses)                    1,502          (1)       1,502          (1)
  Gains firston quartersales of real estate                 59         127          154         442
2001  increased  $112Other                                      1,000320       1,  or 078        2.7%,237       2,221
                                        -----------  over----------  ----------- the-----------
Total firstnon-interest quarter of 2000.  Trust fees  decreased  income                   $276,000593      $4,202      $10,892      $8,609
                                        ===========  compared==========  =========== to===========
Other theOperating first quarter ofExpenses:
2000,  whichSalaries included  $82,000and ofemployee non-recurringbenefits            $7,844      $7,046      $15,337     $14,007
  executorOccupancy fees.expenses                           839         769        1,685       1,634
  DepositFurniture serviceand charges  increased  $44equipment expenses           1,000163       1,  or 132        2.8%,345       2,269
  primarilyProvision fromfor litigation settlement          600         ---        1,200         ---
increased  feesreserve
  associated  withAdvertising increased  returned  checkand volume.marketing                    426         252          820         540
  Gift  certificate  feesOperating increasedsupplies                           320         320          715         638
  $321,000Legal asand aprofessional result of higherfees                  396         356          717         703
service  charge  levelsTaxes-Bank, fromproperty anand increasedother               462         420          909         837
  level ofOther                                      1,555       1,316        2,987       2,760
                                        -----------  unredeemed----------  items.  Fees----------- from-----------
Total newother retail  investment  productsoperating were expenses             $8613,000 in the605     $11,611      $26,715     $23,388
first                                        ===========  ==========  =========== quarter of 2001.===========

~~Other operating expenses~~Excluding ofthe ~~$13.1~~unusual ~~million~~gains previously discussed, non-interest income in the ~~first~~second quarter of 2001, increased ~~$1.3~~ ~~million~~$956, 000, or 1123.35%, over the ~~first~~ second quarter of 2000~~. Included~~ inand ~~other~~non-interest ~~operating expenses~~income infor the six months ended June 30, 2001, isincreased $~~600~~1,068,000, ofor ~~litigation settlement reserve~~13.1%, ~~expense associated~~over ~~with~~2000. Trust ~~the~~fees ~~previously reported Kentucky Central lawsuit. Excluding~~increased ~~this~~$152,000, ~~expense~~or 20.2%, ~~other operating expenses~~ infor the ~~first~~ quarter ofand ~~2001 increased 6~~$125,000, or 7.29% ~~compared~~, to for the ~~first quarter~~six-month period, as a result of ~~2000. The~~additional ~~primary factor causing~~assets ~~this~~under ~~expense increase~~management. ~~was~~Deposit service acharges increased $~~532~~320,000, or 719.67%, ~~increase~~ infor ~~salaries~~the quarter and ~~benefits~~ in$364,000, or 11.4%, for the ~~first quarter~~six-month period, primarily as the result of ~~2001 compared~~a tonew overdraft program implemented during the ~~first~~ second quarter of ~~2000~~2001. ~~The~~ ~~impact~~Gift ofcertificate ~~normal salary~~income ~~increases~~increased ~~since~~$242,000 in the ~~first~~second quarter ofand ~~2000~~$563, ~~combined~~000 ~~with~~for ~~higher~~the ~~staffing levels~~six-month period, ~~caused~~ primarily ~~this~~as ~~increase. Staffing~~a ~~levels~~result ~~averaged~~of ~~606 full-time equivalent employees~~service incharges ~~the~~from ~~first~~an ~~quarter~~increased level of ~~2001, compared~~unredeemed items. ~~with~~Fees ~~578~~from inretail ~~the~~investment ~~first quarter~~products ofintroduced in December 2000~~. Staffing levels~~, ~~have~~were ~~increased~~$117,000 ~~with~~for the ~~introduction~~second ofquarter ~~new~~and ~~services~~$203, ~~new~~000 ~~distribution methods, and~~for ~~new~~the ~~branch locations. Occupancy~~six-month ~~and~~period ~~equipment~~in ~~costs~~2001. ~~were~~Income ~~relatively unchanged. Advertising~~from ~~and~~a ~~marketing~~new ~~expenses~~bank-owned ~~increased $106,000, or~~life ~~3.7%,~~insurance inprogram ~~the~~initiated ~~first~~during the second quarter of 2001, ~~compared~~was ~~to the~~$130,000. ~~first~~Losses ~~quarter~~on oflow-income ~~2000~~housing joint ventures, which ~~primarily~~are asoffset aby ~~result~~related oftax ~~promotions~~credits, ~~for~~increased a$138,000 ~~new~~for ~~Southern~~the ~~Indiana~~quarter ~~branch~~and $228,000 ~~and~~for ~~retail~~the ~~loans~~six-month period.

~~Income~~Other ~~Taxes~~operating expenses, excluding the previously discussed litigation expenses, increased $1.4 million, or 12.0%, for the quarter and $2.1 million, or 9.1%, for the six-month period. The primary factors causing these expense increases were salary and benefits, which increased $798,000, or 11.3%, for the quarter and $1.3 million, or 9.5%, for the six-month period. These increases are attributed to the impact of normal salary increases effective near the beginning of the second quarter which averaged 4.4%, higher staffing levels and increased costs of pension and health benefits. Staffing levels averaged 609 full-time equivalent employees in 2001, compared with 575 in 2000. Staffing levels have increased with the introduction of new services, new distribution methods and new branch locations. Occupancy expenses increased 9.1% for the quarter and 3.1% for the six-month period with increased expenses for a replacement branch location and the new Southern Indiana branch. Equipment expenses, impacted by Internet banking and check imaging, increased approximately 3% for the quarter and six-month periods. Advertising and marketing expenses increased $174,000 for the quarter and $280,000 for the six-month period, with the increased utilization of media advertising and direct mail, and promotion of the new branch. Other operating expenses were also impacted by individually insignificant increases in general business expense categories, such as supplies, telephone, postage, dues, travel and entertainment and the like.

~~The~~INCOME Company had income tax expense of $1,912,000 for the first quarter of 2001 compared to $2,611,000 for the same period in 2000, which yielded effective tax rates of 25.2% for 2001 and 28.9% for 2000. The effective tax rate in 2001 was reduced primarily as a result of an increased level of low income housing, rehabilitation and school board bond tax credits available in 2001. TAXES

~~FINANCIAL~~The ~~CONDITION~~Company had income tax expense of $2.142 million for the second quarter of 2001 compared to $2.813 million for the same period in 2000, which yielded effective tax rates of 24.4% for 2001 and 29.4% for 2000. The year-to-date tax expense and effective tax rates were $4.054 million and 24.8% for 2001 and $5.424 million and 29.2% for 2000, respectively. The effective rate decline in 2001, is primarily attributed to an increased level of low-income housing, rehabilitation, and school board bond tax credits, and the new bank-owned life insurance program.

~~Average assets~~FINANCIAL were $1.760 billion for the first quarter of 2001, an increase of $140 million or 8.6% compared to the fourth quarter of 2000. Actual total assets decreased approximately $50 million from December 31, 2000 to March 31, 2001. The decline in actual assets from December 31, 2000, is not unusual considering the seasonally high gift certificates outstanding and securities sold under agreements to repurchase at year-end. Included in the increase in average earning assets are increases in average loans of $12 million , and increases in average securities of $107 million. The average earning asset growth was funded by a $39 million increase in average deposit balances, a $20 million increase in average gift certificates outstanding and a $61 million increase in average customer repurchase agreements and federal funds purchased. CONDITION

~~Nonperforming~~Average ~~Loans~~assets were $1.828 billion for the second quarter of 2001, an increase of $208 million or 12.8% compared to the fourth quarter of 2000. Actual total assets decreased approximately $38 million from December 31, 2000 to June 30, 2001. The decline in actual assets from December 31, 2000 is not unusual considering the seasonally high gift certificates outstanding and ~~Assets~~securities sold under agreements to repurchase at year-end. Included in the increase in average assets between the fourth quarter of 2000 and the second quarter of 2001, are increases in average loans of $56 million, increases in average securities of $81 million and an increase in federal funds sold and securities purchased under agreements to resell of $54 million. The average earning asset growth was funded by a $67 million increase in average deposit balances, a $110 million increase in average customer repurchase agreements and federal funds purchased and a $9 million increase in average advances from the Federal Home Loan Bank. During the three and six-month periods ended June 30, 2001, average earning assets increased approximately $195 million and $145 million respectively, compared to prior year periods

ANONPERFORMING ~~summary~~LOANS ofAND ~~non-performing loans and assets follows:~~ASSETS

~~Dollars in thousands March 31, 2001 December 31, 2000~~ ~~-------------- -----------------~~ ~~Loans~~ A ~~accounted~~summary ~~for~~of ~~on a~~ non- ~~accrual~~performing ~~basis $3,567 $2,149 Restructured~~ loans ~~772 772 Loans~~ ~~contractually~~and past due ninety days or more as to interest or principal payments 3,315 7,313 --------- --------- Total nonperforming loans 7,654 10,234 Other real estate held for sale 8,174 8,017 --------- --------- Total nonperforming assets ~~$15,828 $18,251 ========= ========= Nonperforming~~ loans to total loans 0.70% 0.97% Nonperforming assets to total assets 0.90% 1.01% Allowance for loan losses to non- performing loans 132% 98% follows:

~~Loans classified~~Dollars asin impaired at March 31, 2001, aggregated $5.97 million and included $1.96 million of indirect automobile loans past due 45 days or more and non-accrual and restructured loans. At December 31, 2000, impaired loans aggregated $5.34 million and included $2.42 million of past due indirect automobile loans. thousands


        
         As                                           June of March 31, 2001 and 30   December 31, 
                                       --------------------------
                                             2001          2000,
                                       ------------  the------------
Loans Companyaccounted hadfor $20.0on a
  millionnon-accrual and basis                         $16.5  million3,  respectively780        $2,  of149
Restructured loans which                             777           772
wereLoans notcontractually included in the past 
   due,  non-accrual or  restructured  categories,  butninety fordays whichor known  information  about possible  creditmore
problems  caused  management to have doubts    as to theinterest abilityor ofprincipal
   payments                                  2,225         7,313
                                       ------------  ------------
Total thenon-performing borrowersloans                   6,782        10,234
Other toreal complyestate withheld thefor present loan repayment  terms.  Based
on  management's  evaluationsale              8,  including  current market  conditions174         8,017
                                       ------------  cash------------
Total flownon-performing generated and  appraisalsassets                $14,956       $18,251
                                       ============  no============

Non-performing significant  losses areloans
anticipated  in  connection  with   to these  total loans                            0.  These60%         0.97%
Non-performing loans are subject assets
   to  continuing  management  attention  and are  considered  intotal assets                           0.85%         1.01%
determiningAllowance the level of the allowance for loan losses.
   to non-performing loans                    150%           98%

~~The~~Loans ~~Company considers~~classified ~~the~~as ~~level~~impaired ~~of nonperforming loans~~at inJune ~~its evaluation~~30, of2001 ~~the~~aggregated ~~adequacy~~$6.07 million and included $1.79 million of ~~the~~indirect ~~allowance~~automobile ~~for~~loans ~~loan~~past ~~losses. See~~due ~~"Allowance~~45 ~~for~~days ~~Loan~~or ~~Losses~~more and non-accrual ~~Provision~~and ~~for~~restructured ~~Loan~~loans. ~~Losses"~~At December 31, 2000, impaired loans aggregated $5.34 million and included $2.42 million of indirect automobile loans past due 45 days or more.

~~Other~~As ~~real estate held~~of ~~for~~June ~~sale aggregated $8.2 million~~30, at2001 ~~March~~and December 31, ~~2001~~2000, ~~and~~the ~~was principally comprised of~~Company ahad ~~completed~~$19.3 million and $16.5 ~~condominium project acquired~~million, ~~in settlement~~ respectively, of loans which were not included in ~~1997. The condominium project~~the past due, non-accrual or restructured categories, but for which ~~had~~known 35information ~~unsold units~~about possible atcredit problems caused management to have doubts as to the ~~time~~ability of ~~acquisition, now involves~~the ~~25 completed and~~borrowers ~~readily marketable units~~to ~~and~~comply ~~7.5~~with ~~acres~~the ofpresent ~~adjacent developed land~~loan repayment terms. ~~This riverfront development~~ ~~had~~Based aon management’s ~~carrying~~evaluation, ~~value~~including ofcurrent ~~$6.3~~market ~~million~~conditions, oncash ~~March~~flow generated 31and appraisals, ~~2001~~no significant losses are anticipated in connection with these loans. ~~Five~~ ~~units~~These loans are ~~under~~subject ~~contract~~to ~~for~~continuing ~~sale~~management atattention ~~March~~and are ~~31,~~considered ~~2001~~in determining the level of the allowance for loan losses.

~~LIQUIDITY~~The Company considers the level of nonperforming loans in its evaluation of the adequacy of the allowance for loan losses. See "Allowance for Loan Losses and Provision for Loan Losses"

~~Liquidity represents the Company's ability~~Other toreal ~~generate cash~~estate orheld ~~otherwise obtain funds~~for sale aggregated $8.2 million at aJune ~~reasonable price~~30, to2001 ~~satisfy~~and was ~~commitments to borrowers as~~principally ~~well~~comprised asof ~~demands~~a completed condominium project acquired in settlement of ~~depositors~~ loans in November 1997. The ~~loan~~condominium project, which had 35 unsold units at the time of acquisition, now involves 25 completed and ~~securities portfolios are~~ ~~managed~~readily tomarketable ~~provide liquidity~~units ~~through~~and ~~maturity~~7.5 oracres ~~payments~~of ~~related~~adjacent todeveloped ~~such~~land. ~~assets~~This riverfront development had a carrying value of $6.3 million on June 30, 2001. Eight units are under contract for sale as of July 27, 2001.

~~The parent Company's liquidity depends primarily on the dividends paid to it as the sole shareholder of Bank of Louisville.~~LIQUIDITY ~~There were no dividends paid by the Bank of Louisville to the Company during that first quarter of 2001.~~

~~CAPITAL RESOURCES~~Liquidity represents the Company's ability to generate cash or otherwise obtain funds at a reasonable price to satisfy commitments to borrowers as well as demands of depositors. The loan and securities portfolios are managed to provide liquidity through maturity or payments related to such assets.

AtThe ~~March~~parent ~~31, 2001, shareholders~~Company' ~~equity totaled $184.0 million, an~~s ~~increase~~liquidity ofdepends ~~$5.6~~primarily ~~million~~on ~~since~~the ~~December~~dividends ~~31,~~paid ~~2000.~~to ~~Net~~it as ~~income~~the ofsole ~~$5.7~~shareholder ~~million after~~of ~~cash dividends~~Bank of $2Louisville.6 ~~million provided~~ The Bank paid $3.0 million of ~~the increase. Proceeds and tax benefits from~~ ~~stock~~dividends ~~options exercised added $42,000~~ to ~~shareholders' equity~~ in the ~~first~~Company ~~quarter~~during ofthe ~~2001. Changes~~six inmonths ~~other comprehensive income increased~~ended ~~shareholder's~~June ~~equity~~30, ~~$2.6 million in the first quarter of~~ 2001.

~~The~~CAPITAL ~~Company's capital ratios exceed minimum regulatory requirements and are as follows:~~RESOURCES

~~March~~ At 31June 30, 2001, shareholders' equity totaled $187.4 million, an increase of $9.0 million since December 31, ~~Minimum 2001~~ 2000 ~~Required~~. Net income of $12.3 million after cash ~~---------- ----------- ----------- Leverage~~dividends ~~Ratio 10~~of $5.~~2% 10~~3 million provided $7.~~8% 4~~0 million of the increase.~~00%~~ Proceeds and ~~Tier~~tax Ibenefits ~~risk~~from ~~based~~stock ~~capital~~options ~~ratio 13~~exercised added $166,000 to shareholders' equity in 2001.~~9% 13.8% 4.00%~~ Changes in other comprehensive income increased ~~Total~~shareholders' ~~risk~~equity ~~based~~$1.870 ~~capital~~million ~~ratio 14~~for the six months ended June 30, 2001.~~7% 14.6% 8.00%~~

~~ITEM~~ The 3.Company's ~~QUANTITATIVE~~capital ~~AND~~ratios ~~QUALITATIVE~~exceed ~~DISCLOSURES~~minimum ~~ABOUT~~and ~~MARKET~~"well ~~RISK~~capitalized" regulatory requirements and are as follows:


        
         The                                       Company's  March 31, 2001  analysis of the impact of changes in interest  rates on net  interest  income over the next 12       Company                      Well
months  indicates                                     June an improved  position since 30    December 31,      Minimum      Capitalized
                                       2001          2000. The table below  illustrates the simulation  analysis of the impact of       Required       Minimum
a 50 or 100 basis point                                 -------------  upward or downward------------  movement in interest------------  rates.  The impact of the rate  movement  was  simulated as if rates------------
changed  immediatelyLeverage from March 31, 2001 levels, and remained constant at those levels  thereafterRatio                          10.  Management  continually  evaluates3%         10.8%         4.00%         5.00%
thisTier dataI andrisk couldbased make  adjustments  tocapital the asset and  liability  structure  and/or  pricing  policies in the future to minimize  theratio         13.3%         13.8%         4.00%         6.00%
actualTotal impactrisk ofbased ratecapital changesratio          14.1%         14.6%         8.00%        10.00%

MovementITEM in3. interest ratesQUANTITATIVE fromAND MarchQUALITATIVE 31,DISCLOSURES 2001ABOUT rates ------------------------------------ Increase Decrease +50bp +100bp -50bp -100bp ------ ------ ------ ------ NetMARKET interest income increase (in 1000's) $3,000 $3,510 $1,230 $638 Net income per share increase $0.17 $0.20 $0.07 $0.04 RISK

~~Forward~~ The ~~Looking~~table ~~Statements~~below illustrates the results of a simulation analysis of the impact of a 50 or 100 basis point upward or downward movement in interest rates on net interest income over the next twelve months. The impact of the rate movement was simulated as if rates changed immediately from June 30, 2001 levels, and remained constant at those levels thereafter. Management continually evaluates this data and could make adjustments to the assets and liability structure and/or pricing policies in the future to minimize the actual impact of rate changes.


        
         The                                             Movement statements  contained in thisinterest reportrates thatfrom
                                                  June are30, not2001 purely historical are  forwardrates
                                   -looking  statements within the meaning of------------------------------------------------
Section  27A of the  Securities  Act of 1933 and  Section  of 21E of the  Securities  Exchange  Act of 1934.  The use of words  such as
"believes",  "estimates",  "plans",  "expects"  and  similar  expressions  is  intended to  identify  forward                                           Increase                  Decrease
                                        +50bp      +100bp         -looking  statements.  All50bp      -100bp
forward                                   -looking----------  statements included in this document are based on information----------    ----------  available to MidAmerica Bancorp on the date hereof, and----------
MidAmerica  Bancorp  assumesNet no  obligation  tointerest update any such  forward-looking  statements.  It is important to note that  MidAmericaincome
Bancorp's  actual  results  could differ  materially  fromdecrease those (in such  forward-looking  statements.  Factors that could cause actual
results to differ materially from those projected include1000's)                  $3, among others696      $4, customer concentration;  cyclicality;  fluctuation of interest606        $1,183       ($164)
rates;  risk
Net ofincome business  interruption;  adequacy of the allowance for loan losses;  valuation of other real estate;  dependence on keyper
personnel; andshare government regulationdecrease                         $0.21       $0.27         $0.07      ($0.01)

FORWARD LOOKING STATEMENTS

The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The use of words such as “believes”, “estimates”, “plans”, “expects”, and similar expressions is intended to identify forward-looking statements. All forward-looking statements included in this document are based on information available to the Company on the date hereof, and MidAmerica Bancorp assumes no obligation to update any such forward-looking statements. It is important to note that MidAmerica Bancorp’s actual results could differ materially from those in such forward-looking statements. Factors that could cause actual results to differ materially from those projected include, among others, customer concentration; cyclicality; fluctuation of interest rates; risk of business interruption; adequacy of the allowance for loan losses; valuation of other real estate; dependence on key personnel; and government regulation.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In As previously reported, in November 2000, partial summary judgment was rendered against the Bank in a 7-seven year- old lawsuit ~~arising~~resulting from the collapse of Kentucky Central ~~Life~~ Insurance Company that involved certain real estate loans. Kentucky Central Life Ins. Co. in Liquidation, George Nichols ~~III~~, III Liquidator v. Mid-America Bank of Louisville and Trust Company, No. 93-CICI01967-~~01967-~~AP- 011 Franklin ~~County~~ (KY) Circuit Court. The ~~partial~~parties ~~summary judgment~~have ~~calls~~agreed ~~for the Bank~~ to ~~pay~~attempt ~~$16.5 million, which will reverse the impact of the collateral liquidation used~~ to ~~pay~~reach ~~off the related loans. In the fourth quarter of 2000, the Bank recorded~~ a ~~provision for loan losses related to these~~settlement ~~loans~~through ~~and~~mediation ~~recorded~~that ais ~~corresponding~~scheduled ~~loan charge-off of $16.5 million. Additionally, the Bank recorded a provision~~ for ~~litigation~~September ~~settlement of $13~~2001.~~5 million~~ ~~for~~There ~~the~~were ~~pre-judgment~~no ~~interest between 1993 and December 31, 2000. As of~~other ~~December~~significant ~~31,~~developments ~~2000,~~in the ~~partial~~litigation ~~judgment~~during ~~was not final or appealable. The Bank intends to appeal~~ the ~~Circuit~~second ~~Court decision and, if required to make payment under a final judgment, seek remedies from appropriate parties. During the first~~ quarter of 2001~~, there were no significant changes or developments that impact this matter~~.

The Company is also a party to other routine legal proceedings which management believes will not have a material adverse effect on the Company’s financial condition or results of on operations.

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

(a) The regular annual meeting of shareholders of MidAmerica Bancorp was held on April 26, 2001.

(b) Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management’s solicitations. All of management’s nominees for directors were elected.

(1) Election of 6 persons as Class 1 directors of MidAmerica Bancorp for terms expiring at the 2004 annual meeting of shareholders.

                      Class 1                   For              Withheld

                      Robert P. Adelberg      9,329,003           63,512
                      Martha Layne Collins    9,323,098           69,418
                      Wendall H. Ford         9,325,339           67,177
                      R.K. Guillaume          9,270,770          121,745
                      David A. Jones          9,333,091           59,424
                      Bertram W. Klein        9,270,770          121,745

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits None (b) Reports on Form 8-K ~~None~~There were no reports filed on Form 8-K during the second quarter of 2001.

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 thereunto duly authorized.

	Mid-America Bancorp
	(Registrant)
Date: May 11, 2001	By:/s/ Steven Small
Date: August 10, 2001	By:/s/ Steven Small
	Steven Small
	Treasurer
Date: May 11, 2001	By:/s/ Rick Guillaume
Date: August 10, 2001	By:/s/ Rick Guillaume
	R.K. Guillaume
	Chief Executive Officer

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THESECURITIES EXCHANGE ACT OF 1934

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

MID-AMERICA BANCORP

MIDAMERICA BANCORP

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

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

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filing Compare · MID AMERICA BANCORP/KY/