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

FORM 10-Q

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

For quarterly period ended ~~June~~ September 30, ~~2001OR~~2001

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

~~Commission~~( ~~File~~) ~~Number~~TRANSITION ~~1-10602~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~MID-AMERICA BANCORP (Exact~~Commission ~~name~~File ofNumber ~~registrant as specified in its charter)~~1-10602

~~KENTUCKY 61~~MID-~~1012933~~AMERICA BANCORP (~~State~~Exact orname ~~other~~of ~~jurisdiction~~registrant ~~of (I.R.S.~~as ~~Employer~~specified ~~Identification~~in ~~No.~~its charter)

incorporation or organization)


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

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


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)~~Yes [X] No [ ]

~~MID-AMERICA BANCORP~~(continued)

~~APPLICABLE~~MID-AMERICA ~~ONLY~~BANCORP ~~TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEDING FIVE YEARS:~~

~~Indicate~~APPLICABLE byONLY ~~check~~TO ~~mark whether~~ISSUERS ~~the~~INVOLVED ~~registrant~~IN ~~has~~BANKRUPTCY ~~filed all documents and reports required to be filed~~PROCEEDINGS byDURING ~~Section~~THE ~~12,~~PRECEDING 13FIVE ~~or 15(d) of the Securities Exchange Act of 1934 subsequent to~~YEARS: ~~the distribution of securities under a plan confirmed by a court.~~ ~~Yes No~~

~~APPLICABLE~~Indicate ~~ONLY~~by TOcheck mark whether the registrant has filed all documents and ~~CORPORATE~~reports ~~ISSUERS:~~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.

~~Indicate~~Yes ~~the number~~[ ] ofNo ~~shares outstanding of each of the issuer's classes of common~~[ ] ~~stock, as of the latest practicable date.~~ ~~July 31, 2001: 11,049,264 shares of common stock, no par value~~

~~MIDAMERICA~~APPLICABLE ~~BANCORP~~ONLY TO CORPORATE ISSUERS:

~~PART~~Indicate I.the ~~FINANCIAL~~number ~~INFORMATION~~of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

~~The consolidated financial statements of MidAmerica Bancorp and subsidiaries (Company) submitted herewith are unaudited. However~~October 31, in ~~the opinion of management~~2001: 11, ~~all~~071,509 ~~adjustments (consisting~~shares ~~only~~ of ~~adjustments~~common ofstock, ano ~~normal~~par ~~recurring nature) necessary for a~~value ~~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~~MIDAMERICA ~~1. FINANCIAL STATEMENTS~~BANCORP

~~The~~PART ~~following~~I. ~~unaudited~~FINANCIAL ~~consolidated financial statements of the Company are~~INFORMATION ~~submitted herewith:~~

~~Consolidated~~ The ~~Balance~~consolidated ~~Sheets~~financial -statements ~~June~~of ~~30,~~MidAmerica ~~2001~~Bancorp and ~~December 31, 2000~~ ~~Consolidated~~subsidiaries ~~Statements~~(Company) ofsubmitted ~~Income~~herewith -are ~~three~~unaudited. ~~and~~However, ~~six~~in ~~months~~the opinion ~~ended~~of ~~June 30~~management, ~~2001~~all ~~and~~adjustments ~~2000 Consolidated~~(consisting ~~Statements~~only of ~~Changes~~adjustments inof ~~Shareholders’~~a normal ~~Equity~~recurring -nature) ~~six~~necessary ~~months ended June~~for ~~30,~~a ~~2001~~fair ~~and~~presentation ~~2000~~of the results for ~~Consolidated~~the ~~Statements~~interim ofperiods ~~Comprehensive~~have ~~Income~~been -made. Operating ~~three~~results ~~and~~for ~~six~~the ~~months~~periods ended ~~June~~September 30, 2001 ~~and~~are ~~2000 Consolidated~~not ~~Statements~~necessarily indicative of ~~Cash~~the ~~Flows~~results -that ~~six~~may ~~months~~be ~~ended~~expected ~~June~~for ~~30, 2001 and 2000~~the ~~Notes~~year toended ~~Consolidated~~December ~~Financial~~31, ~~Statements~~ 2001.

~~CONSOLIDATED~~ITEM ~~BALANCE~~1. ~~SHEETS~~ FINANCIAL STATEMENTS

In The ~~Thousands,~~following ~~Except~~unaudited ~~Share~~consolidated ~~and~~financial ~~Per~~statements ~~Share~~of ~~Amounts~~the Company are submitted herewith: ~~Unaudited~~

~~June~~ Consolidated ~~30 December~~Balance 31 ------------ ------------ 2001 2000 ------------ ------------ ASSETS CashSheets ~~and due from banks $35,340 $55,421 Federal funds sold 14,500~~ -~~- Securities~~ ~~available~~September ~~for sale~~30, ~~amortized cost of $489,947(~~2001) and ~~$625,230~~December ~~(2000) 497~~31,~~213 630,312 Securities~~ ~~held to maturity, fair value of $2,583 (2001) and $2,555 (~~2000~~) 2,524 2,525~~ ~~Loans,~~ Consolidated ~~net~~Statements of ~~unearned~~Income ~~income 1,133,644 1,058,269 Allowance for loan losses (10,205) (9,979)~~ -~~----------- ------------ ------------ ------------ Loans,~~ ~~net 1,123,439 1,048,290 Premises~~three and ~~equipment 22,270 21,153 Other~~nine ~~assets 71,199 46,249 ------------ ------------ TOTAL~~months ~~ASSETS $1,766,485 $1,803,950 ============ ============ LIABILITIES Deposits: Non-interest~~ended ~~bearing $184,422 $163,534 Interest~~September ~~bearing 915~~30,~~594 865,774~~ ~~------------ ------------ Total~~ 2001 ~~deposits 1,100,016 1,029,308 Securities~~and ~~sold under agreements to repurchase 245,875 274,040~~2000 ~~Federal~~ Consolidated ~~funds~~Statements ~~purchased 39,335 47,935 Gift~~of ~~certificates~~Changes ~~outstanding 72,224 164,908 Advances~~in ~~from~~Shareholders’ ~~the~~Equity ~~Federal~~- ~~Home~~nine ~~Loan Bank 76,795 61,954~~months ~~Litigation~~ended September ~~settlement reserve 31,113~~ 30,~~000 Accrued~~ ~~expenses~~2001 and ~~other liabilities 13,688 17,436~~2000 ~~------------ ------------ TOTAL~~ Consolidated ~~LIABILITIES 1,579,046 1,625,581 SHAREHOLDERS'~~Statements ~~EQUITY Preferred~~of ~~stock,~~Comprehensive noIncome ~~par value; authorized~~ - ~~750,000~~three ~~shares;~~and ~~none~~nine ~~issued -- --~~months ended ~~Common~~ September ~~stock~~30, no2001 ~~par~~and ~~value,~~2000 Consolidated ~~stated~~Statements ~~value~~of ~~$2.77 per~~Cash ~~share;~~Flows ~~authorized~~ - ~~15,000,000~~nine ~~shares issued~~months ~~and~~ended ~~outstanding~~September ~~- 11~~30,~~020,828 shares~~ ( 2001); ~~11,006,600~~and ~~shares (~~2000~~) 30,562 30,523~~ ~~Additional~~ Notes ~~paid-in~~to ~~capital 140,204 140,077 Retained~~Consolidated ~~earnings 11,586 4,552 Accumulated~~Financial ~~other comprehensive income 5,087 3,217~~Statements ~~------------ ------------~~ ~~TOTAL SHAREHOLDERS' EQUITY 187,439 178,369~~ ~~------------ ------------~~ ~~TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,766,485 $1,803,950~~ ~~============ ============~~ ~~See notes to unaudited consolidated financial statements.~~

CONSOLIDATED ~~STATEMENTS~~BALANCE ~~OF INCOME~~SHEETS

In Thousands, Except Share and Per Share Amounts Unaudited

                                               Three                                                     September months          Six months
                                              ended June 30        ended  December June 3031
                                                                                                 -------------------  -------------------
INTEREST INCOME:                                                                                          2001      2000       2001      2000
                                                                                                 ---------  --------  ---------  --------
InterestASSETS
Cash and feesdue onfrom loans                   banks                                  $2338,570   862       $2455,717    $47,550   $48,302421
InterestFederal andfunds dividends on:
  Taxable securities                           6,531     6,475     sold                                        14,259    13,271
  Tax000            -exempt securities                          812       754      1,628     1,500-
InterestSecurities on federal funds sold                   146        51        307        98
Interest on securities purchased under
   agreements to resell                           740       423      1           40,165       808
                                            000            ---------  --------  ---------  --------
    TotalSecurities interestavailable income                     31for sale,799    32,420     64,909    63,979 amortized cost
                                            ---------  --------  ---------  --------

INTERESTof EXPENSE:
Interest$441,311 on(2001) deposits                          10and $625,481     9230 (2000)                 449,541     21433       630,498    18,669312
InterestSecurities onheld federalto fundsmaturity, purchased
fair andvalue securitiesof
  $2,585 sold(2001) underand agreements
$2,555 to repurchase                                 3(2000)                          2,855     4525         2,402      8,301     8,851525
InterestLoans, onnet Federalof Homeunearned Loan Bank advances    income                          1,027       981      1137,930913     1,989058,269
                                            ---------  --------  ---------  --------
    TotalAllowance interestfor expense                    15loan losses                                (10,363    14326)       (9,924     31,729    29,509979)
                                                                                                 ---------  --------  ---------  --------
Net interest income before provision
  forLoans, loan losses                             16net                                           1,436    17127,496587     331,180    34048,470290
ProvisionPremises forand loanequipment                                    22,704        21,153
Other losses                        640       515assets                                              62,057        981     146,090249
                                                                                                 ---------  --------  ---------  --------
NET    TOTAL INTEREST INCOME AFTER PROVISIONASSETS                                      $1,757,168    $1,803,950
                                                     ============  FOR============

LIABILITIES
Deposits:
  Non-interest LOAN LOSSES                             15bearing                                  $152,796    16355      $163,981     32534
  Interest bearing                                       937,199    33376       865,380774
                                                                                                 ---------  --------  ---------  --------

NON-INTEREST    Total INCOME:
Trust fees                                       902       750      deposits                                     1,695089,731     1,570029,308
Service
Securities chargessold onunder depositagreements accounts            1to repurchase           244,945     1572       274,625      3040
Federal funds purchased                                   45,562     3895        47,198935
Gift certificatecertificates fees                            865outstanding                             65,394       623      1164,742     1,179908
SecuritiesAdvances gainsfrom (losses)                      1the Federal Home Loan Bank                  73,502357        (1)     161,502        (1)954
Other                                          1Litigation settlement reserve                             31,379     1672        30,205      2000
Accrued expenses and other liabilities                    15,391     2090        17,663436
                                                                                                 ---------  --------  ---------  --------
    TotalTOTAL non-interest income                  6LIABILITIES                                  1,593     4565,202711     101,892     8625,609581
                                            ---------
SHAREHOLDERS' EQUITY
Preferred stock, no par value;
  authorized - 750,000 shares; none issued                    --            -----  ---------  --------

OTHERCommon OPERATINGstock, EXPENSES:no par value, stated value $2.77
Salaries  per andshare; employeeauthorized benefits                 7,844     7,046     - 15,337    14000,007
Occupancy000 expense                                839       769      1,685     1,634shares;
Furniture  issued and equipmentoutstanding expenses               1- 11,163     1066,132      2504 shares
  (2001); 11,345     2006,269
Provision600 forshares litigation settlement reserve      600        --      1(2000)                        30,200689        --30,523
Other                                          3Additional paid-in capital                               140,159     2641       140,664      6077
Retained earnings                                         14,148     5572         4,478552
                                            ---------  --------  ---------  --------
    TotalAccumulated other operatingcomprehensive expenses            13income                     5,605    11555         3,611     26,715    23,388217
                                                                                                 ---------  --------  ---------  --------
Income before income taxes                     8,784     9,572     16,376    18,601
IncomeTOTAL taxSHAREHOLDERS' expense                             2EQUITY                           191,142     2457       178,813      4,054     5,424369
                                                                                                 ---------  --------  ---------  --------
NET    TOTAL INCOME                                    LIABILITIES AND SHAREHOLDERS' EQUITY        $61,642    $6757,759168    $121,322   $13803,177950
                                                                                                 =========  ========  =========  ========

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                       11,017    11,000     11,013    10,995
  Diluted                                     11,165    11,125     11,151    11,131

NET INCOME PER COMMON SHARE
  Basic                                        $0.60     $0.61      $1.12     $1.19
  Diluted                                       0.59      0.61       1.11      1.18

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~CHANGES IN SHAREHOLDERS’ EQUITY~~INCOME

In Thousands, Except Per Share Amounts
Unaudited

                                                                     Six                                               Three months        Nine months
                                                                                                               ended JuneSeptember 30   ended September 30
                                                                                                             -------------------  -------------------
                                                                   INTEREST INCOME:                                2001    2000       2001      2000
                                                                                                             ---------  --------  ---------  --------
Balance,Interest Januaryand 1                                               fees on loans                   $17822,369  982   $17824,548834    $70,532   $73,136
NetInterest and dividends on:
  Taxable securities                           5,195     6,155     19,454    19,426
  Tax-exempt securities                          746       799      2,374     2,299
Interest on federal funds sold                   182        48        489       146
Interest on securities purchased under
  agreements to resell                           544       279      1,709     1,087
                                            ---------  --------  ---------  --------
    Total interest income                                                                              29,649    32,115     94,558    96,094
                                            ---------  --------  ---------  --------

INTEREST EXPENSE:
Interest on deposits                           9,537    10,393     31,035    29,062
Interest on federal funds purchased
  and securities sold under agreements
  to repurchase                                2,753     3,954     11,054    12,322805
Interest on Federal Home Loan Bank advances    1,064       959      2,994     2,948
                                            ---------  --------  ---------  --------
    Total interest expense                    13,177354    15,306     45,083    44,815
Other                                            ---------  --------  ---------  --------
Net comprehensiveinterest income (loss)before provision
  for loan losses                             16,295    16,809     49,475    51,279
Provision netfor ofloan tax                       losses                        720     1,870        (6)045      1,701     2,135
Cash                                            ---------  --------  ---------  --------
NET dividendsINTEREST INCOME AFTER PROVISION
  FOR LOAN LOSSES                             15,575    15,764     47,774    49,144
                                            ---------  --------  ---------  --------

NON-INTEREST $.48INCOME:
Trust (2001)fees                                       876       784      2,571     2,354
Service andcharges $.447on (2000)                      (deposit accounts            2,230     1,550      5,288792     4,748
Gift certificate fees                            866       601      2,608     1,780
Securities gains (losses)                            --        --      1,502        (1)
Other                                          1,281     2,293      3,672     4,925)956
Stock                                            ---------  --------  ---------  --------
    Total optionsnon-interest exercisedincome                  5,253     5,228     16,145    13,837
                                            ---------  --------  ---------  --------

OTHER includingOPERATING relatedEXPENSES:
Salaries taxand employee benefits                                8,079     7,166     23,416    21,173
Occupancy expense                                885       512829      2,570     2,463
                                                                 Furniture and equipment expenses               1,192     1,160      3,537     3,429
Provision for litigation settlement reserve      600        --      1,800        --
Other                                          2,972     2,843      9,120     8,321
                                            ---------  --------  ---------  --------
    Total other operating expenses            13,728    11,998     40,443    35,386
                                            ---------  --------  ---------  --------
BalanceIncome before income taxes                     7,100     8,994     23,476    27,595
Income Junetax 30                                                 $187expense                             1,439458     2,663      5,512     8,087
                                            ---------  --------  ---------  --------
NET INCOME                                    $1875,306642    $6,331    $17,964   $19,508
                                                                                                             =========   ========  =========  ========

WEIGHTED AVERAGE SHARES OUTSTANDING
  Basic                                       11,051    11,005     11,025    10,998
  Diluted                                     11,212    11,142     11,171    11,134

NET INCOME PER COMMON SHARE
  Basic                                        $0.51     $0.57      $1.63     $1.78
  Diluted                                       0.50      0.57       1.61      1.75

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE~~CHANGES ~~INCOME~~IN SHAREHOLDERS’ EQUITY

In Thousands, Except Per Share Amounts Unaudited

                                               Three                                                                    Nine months          Six months
                                                                                                               ended JuneSeptember 30        ended June 30
                                                                                                             -------------------  -------------------
                                                                                                                 2001      2000       2001      2000
                                                                                                             ---------  --------  ---------  --------

NetBalance, Income                                    January 1                                               $6178,642    369   $6178,759548
Net income                                                         17,964    $1219,322   $13,177508

Other comprehensive income (loss), net
 of tax:
  Unrealized gains on securities available
   for sale:
    Unrealized holding gains arising
      during the period                          368        72                                    2,396        79338     1,733
    LessCash reclassificationdividends adjustment- for
      $.72 (gains2001) lossesand included$.669 in net income     (9762000)        1                             (9767,944)        1
                                            ---------  --------  ---------  --------
                                                   (608)       73      17,420        80382)
  CashStock flowoptions hedging activity:
    Transition adjustment reflecting the
      cumulative effect of a change in
      accounting principle
      January 1exercised, 2001,including net of tax                 --        --        439        --

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

    Reclassification of gain related to
      terminated interest rate
      swap, net of tax                           (89)       --       (178)       --
                                            ---------  --------  ---------  --------
    Net impact of cash flow hedgesbenefits               (89)730       --        384        --532

  Pension liability adjustment                                                                                     --        --         66       (86)
                                            ---------  --------  ---------  --------
OtherBalance, comprehensiveSeptember income (loss)               (697)       73      1,870        (6)
30                                            ---------  --------  ---------  --------
COMPREHENSIVE INCOME                          $5191,945    $6,832    $14,192457   $13192,171939
                                                                                                             =========  ========  =========  ========

See notes to unaudited consolidated financial statements.

CONSOLIDATED STATEMENTS OF ~~CASH~~COMPREHENSIVE ~~FLOWS~~INCOME

In Thousands
Unaudited

                                                                   Six                                               Three months        Nine months
                                                                                                              ended JuneSeptember 30  ended September 30
                                                                                                        -------------------  -------------------
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                        2001                2000       2001      2000
                                                                                                        ---------  --------  ---------  --------

Net income                                                      Income                                    $125,322       642    $136,177331    $17,964   $19,508

Other Adjustmentscomprehensive to reconcile net income, to net cashof provided
       by (used in) operating activitiestax:
    Depreciation,  Unrealized amortizationgains andon accretion,securities net                (1,387)         (284)available
    Provision    for loan losses                                       981         1,090sale:
    ProvisionUnrealized forholding litigationgains settlement reserve                   1,200            --arising
    Federal      during Homethe Loan Bank stock dividendperiod                          (692)         (642)
    (Gain) loss on sales of securities                           (556     1,502)            739      2,952     1,818
    GainsLess onreclassification salesadjustment of real estate                                  (154)         (442)for
    Deferred taxes                                                  761           604
    Tax benefit from stock option exercises                          11            44
    Decrease       (increasegains) inlosses interestincluded receivable                    1,161          (438)
    Increase in othernet assets                                     (6,102)         (545)
    Decrease in accrued expenses and other liabilities           (4,910)income       (4,081)
                                                            --        --       (976)        1
                                            ---------  --------  ----
Net cash provided by operating activities                         1,689         8,484
                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of securities available for sale                 (                                                 556     1,312739      1,918)   (976     1,227,916)819
  ProceedsCash fromflow maturitieshedging ofactivity:
    Transition securitiesadjustment availablereflecting for sale   1,422,960     1,356,549the
  Proceeds      cumulative fromeffect sales of securitiesa availablechange forin
      accounting sale           30,404        10,065principle
  Purchases      January of securities held to maturity                           --        (1,924)
  Proceeds from2001, maturitiesnet of securities held to maturity            tax                 --         2,300        --        439        --
  (
    Increase) decrease in loans                                  (76,219)       10,889
  Purchasefair ofvalue bank-ownedduring life insurance                         (20,000)           --the
  Proceeds      period, fromnet sales of real estate                                212           886tax                          --        --        123        --
  Purchases
    Reclassification of premisesgain andrelated equipment                            (2,732)         (973)to
  Proceeds      terminated frominterest salesrate
      swap, net of premises and equipment                      56           530
                                                            tax                           (88)       --       (266)       --
                                            ---------  --------  ----
Net cash provided by investing activities                        41,763       150,406
                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net increase in deposits                                       70,708        20,881
  Net decrease in securities sold under agreements
    to repurchase                                               (28,165)      (70,403)
  Net decreaseimpact inof federalcash fundsflow purchased                        hedges               (8,60088)       (8,800)
  Advances from the Federal Home Loan Bank                       23,000            --        296        --
  Repayment of advances from the Federal Home Loan Bank          (8,159)       (3,546)
  DecreasePension inliability gift certificates outstanding                     (92,684)      (64,816)
  Stock options exercised                                           155           424
  Dividends paid                                                 (5,288)adjustment                    --        --         66       (4,92586)
                                                                                                        ------------  --------  ----
Net cash used in financing activities                           (49,033)     (131,185)
                                                            ------------  ------------
NetOther increasecomprehensive (decrease) in cash and cash equivalents             (5income                       468     1,581)       27739      2,705
Cash and cash equivalents at January 338     1                           55,421        41,478733
                                                                                                        ---------  --------  ---------  --------
CashCOMPREHENSIVE and cash equivalents at June 30                            INCOME                          $496,840       110    $698,183070    $20,302   $21,241
                                                                                                        =========  ========  =========  ========

See notes to unaudited consolidated financial statements.

~~NOTES~~ CONSOLIDATED TOSTATEMENTS ~~UNAUDITED~~OF ~~CONSOLIDATED~~CASH ~~FINANCIAL STATEMENTS~~FLOWS

~~1. The~~In ~~accounting and reporting policies of MidAmerica Bancorp and its subsidiaries (the~~Thousands ~~Company) conform with accounting principles generally accepted in the United States~~ ~~of America and general practices within the banking industry. The accompanying~~Unaudited 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 United 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.

                                                                   Nine months
2.        
    In                                                               ended JuneSeptember 1998,30
                                                            -------------------------
CASH theFLOWS FinancialFROM AccountingOPERATING StandardsACTIVITIES:                          2001          2000
                                                            ------------  -----------
Net Boardincome                                                      $17,964      $19,508
 (FASB)Adjustments issuedto Statementreconcile of
    Financialnet Accountingincome Standardsto (SFAS)net No.cash 133provided
       by "Accountingoperating for Derivativeactivities:
    InstrumentsDepreciation, amortization and Hedgingaccretion, Activities" net                  (Statement 133632).  In         226
    Provision Junefor 1999loan andlosses                                     1,701        2,135
    Provision Junefor 2000,litigation thesettlement reserve                   1,800           --
    FASBFederal issuedHome SFASLoan No.Bank 137stock "Accountingdividend                        (1,042)        (989)
    (Gain) forloss Derivativeon Instrumentssales andof Hedgingsecurities                           (1,502)           1
    ActivitiesGains -on Deferralsales of thereal Effectiveestate                                  (155)        (592)
    Deferred Datetaxes                                                  263          158
    Tax ofbenefit FASBfrom Statementstock No.option 133, anexercises                          49           46
    AmendmentDecrease of(increase) FASBin Statementinterest No. 133"receivable                    1,812         (311)
    Decrease and(increase) SFASin No.other 138 "Accounting forassets                           1,153         (254)
    DerivativeDecrease Instrumentsin accrued expenses and Hedgingother Activitiesliabilities           (3,439)        (179)
                                                            ------------  -----------
Net ancash Amendmentprovided ofby FASBoperating Statement
    No. 133"activities                        17, respectively.972       19,749
                                                            ------------  Statement-----------

CASH 133,FLOWS asFROM amended,INVESTING establishesACTIVITIES:
  Purchases accountingof and
    reportingsecurities standardsavailable for derivative instrumentssale                 (1,645,666)  (1,385,082)
  Proceeds includingfrom certainmaturities derivativeof instruments
    embeddedsecurities inavailable otherfor contractssale   1,804,796    1,549,899
  Proceeds andfrom forsales hedgingof activities.  Statementsecurities 133,available asfor amendedsale           30,404       16,065
    requires  Purchases anof entitysecurities held to recognizematurity                           --       (2,023)
  Proceeds allfrom derivativesmaturities asof eithersecurities assetsheld orto liabilitiesmaturity            --        2,300
  Increase in theloans                                             (81,116)      (3,411)
    balance  Purchase sheetof andbank-owned measurelife thoseinsurance                         (20,000)          --
  Proceeds instrumentsfrom atsales fairof value.   Ifreal certain conditions are
    metestate                              1,480        2,023
  Purchases aof derivativepremises mayand beequipment                            (4,026)      (2,573)
  Proceeds specificallyfrom designatedsales asof apremises hedge.and equipment                      56          754
                                                            ------------  The-----------
Net accountingcash forprovided changesby investing activities                        85,928      177,952
    in                                                            ------------  -----------

CASH theFLOWS fairFROM valueFINANCING ofACTIVITIES:
  Net aincrease derivativein (i.e.deposits                                       60,423        5,221
  Net gainsdecrease andin losses)securities dependssold onunder theagreements
    to intendedrepurchase                                               (29,468)    (138,164)
  Net useincrease of(decrease) the
    derivativein andfederal thefunds resulting designation.purchased             (2,040)       7,610
  UnderAdvances Statementfrom 133,the asFederal amended,Home anLoan entityBank                       23,000           --
    that  Repayment electsof toadvances applyfrom hedgethe accountingFederal isHome requiredLoan to establishBank         (11,597)      (4,692)
  Decrease atin thegift inceptioncertificates of the
    hedgeoutstanding                     (99,514)     (70,012)
  Stock theoptions methodexercised                                           681          440
  Dividends itpaid                                                 (7,944)      (7,382)
                                                            ------------  -----------
Net willcash useused forin assessingfinancing theactivities                           (66,459)    (206,979)
                                                            ------------  -----------
Net effectivenessincrease of(decrease) thein hedgingcash derivative
    and thecash measurementequivalents             37,441       (9,278)
Cash approachand forcash determiningequivalents theat ineffectiveJanuary aspect of the hedge.1                           55,421       41,478
    Those                                                            ------------  -----------
Cash methodsand mustcash beequivalents consistentat withSeptember the30                       $92,862      $32,200
                                                            ============  ===========

See entity'snotes approach to managingunaudited riskconsolidated financial statements.

TheNOTES CompanyTO utilizesUNAUDITED derivativeCONSOLIDATED instrumentsFINANCIAL 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.STATEMENTS

1. ~~Interest~~The ~~rate~~accounting ~~swap~~and ~~agreements~~reporting ~~designated~~policies asof ~~cash~~MidAmerica ~~flow~~Bancorp ~~hedges~~and ~~are~~its ~~accounted~~subsidiaries ~~for~~(the Company) atconform ~~fair~~with accounting principles generally accepted in the United States ~~value~~of America and general practices within the banking industry. The ~~effective~~accompanying unaudited ~~portion~~consolidated offinancial ~~the~~statements ~~change~~have been prepared in ~~the~~accordance ~~cash~~with ~~flow~~the instructions ~~hedge's~~to ~~gain~~Form or10-Q ~~loss~~and ~~is initially~~Article ~~reported~~10 asof aRegulation ~~component~~S-X ofand ~~other~~do ~~comprehensive~~not ~~income~~include all information and ~~subsequently reclassified~~footnotes ~~into~~required ~~earnings~~by ~~when~~accounting principles generally accepted in the United ~~underlying~~States ~~transaction~~of ~~affects~~America ~~earnings~~for complete financial statements. ~~The~~For more information, ~~ineffective~~refer ~~portion~~to the Summary of ~~the~~Significant ~~change~~Accounting inPolicies ~~the~~footnote ~~cash~~which ~~flow~~appears ~~hedge~~in the Company's ~~gain~~2000 orAnnual ~~loss~~Report isand ~~recorded~~Form ~~in earnings~~10-K onfiled ~~each~~with ~~quarterly~~the ~~measurement~~Securities ~~date~~and Exchange Commission. The ~~cash~~consolidated ~~flow~~financial ~~hedges~~statements ~~are~~reflect ~~accounted~~all ~~for~~adjustments (consisting ononly anof ~~accrual~~adjustments ~~basis~~of ~~with~~a ~~the~~normal ~~net~~recurring ~~interest~~nature) ~~differential~~which ~~being~~are, ~~recognized~~in asthe anopinion ~~adjustment~~of tomanagement, ~~interest~~necessary ~~income~~for ora ~~interest~~fair ~~expense~~presentation of ~~the~~financial ~~related~~condition ~~asset~~and orresults ~~liability~~of operations for the interim periods.

~~NOTES~~ 2. In TOJune ~~UNAUDITED~~1998, ~~CONSOLIDATED~~the ~~FINANCIAL~~Financial ~~STATEMENTS~~Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 133 "Accounting for 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 -~~CONTINUED~~ 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 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.

OnThe ~~January~~Company 1,utilizes ~~2001,~~derivative ~~the~~instruments ~~Company~~and ~~implemented~~hedging ~~Statement~~activities ~~133,~~to asassist ~~amended. At~~in ~~that~~the ~~date,~~management ~~the~~of ~~Company had two~~ interest rate ~~swap~~sensitivity ~~agreements~~and ~~which~~to ~~were~~modify ~~designated~~the ~~as cash flow hedges. The implementation of Statement 133~~repricing, asmaturity ~~amended,~~and ~~resulted in the~~option ~~recognition~~characteristics of ~~derivative~~certain ~~instruments~~assets asand ~~assets~~liabilities. The ~~totaling~~following ~~$676,000,~~is ana ~~increase~~summary inof ~~deferred~~the ~~tax~~Company's ~~liabilities~~accounting ofpolicies ~~$237,000~~for ~~and~~derivative aninstruments ~~increase~~and inhedging ~~other~~activities ~~comprehensive~~under Statement ~~income~~133, ofas ~~$439,000~~amended.

~~During~~Interest ~~the~~rate ~~first~~swap ~~quarter~~agreements ofdesignated ~~2001,~~as a cash flow ~~hedge~~hedges ~~with~~are aaccounted ~~notional~~for ~~amount~~at fair value. The effective portion of ~~$50 million~~the ~~was~~change ~~terminated~~in atthe acash flow hedge's gain or loss is initially reported as a component of ~~$865,000. The~~other ~~gain~~comprehensive isincome ~~being~~and ~~recognized~~subsequently reclassified ~~over~~into earnings when the underlying transaction affects earnings. The ~~remaining~~ineffective ~~term~~portion of the ~~agreement. During~~change in the ~~three~~cash ~~and~~flow ~~six~~hedge's ~~months~~gain ~~ended~~or ~~June~~loss ~~30, 2001,~~is ~~gains~~recorded ~~net~~in earnings ofon ~~tax~~each ofquarterly ~~$89,000~~measurement ~~and~~date. The ~~$178,000,~~cash ~~respectively,~~flow ~~were~~hedges ~~recognized~~are inaccounted for ~~earnings~~on ~~related~~an toaccrual basis with the ~~termination~~net ofinterest ~~this~~differential ~~instrument. The~~being ~~second~~recognized ~~instrument~~as ~~matured~~an adjustment onto ~~February~~interest ~~27,~~income ~~2001. At~~or ~~June~~interest ~~30,~~expense ~~2001,~~of the ~~Company~~related ~~had~~asset noor ~~derivative instruments~~liability.

3. TheNOTES followingTO tableUNAUDITED presentsCONSOLIDATED theFINANCIAL 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 June 30. Appropriate share and per share information in the consolidated financial statements has been adjusted for the 3% stock dividend declared in November 2000.STATEMENTS-CONTINUED

InOn ~~thousands~~January 1, ~~except~~2001, ~~per~~the ~~share~~Company ~~amounts~~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.

~~Three~~ During ~~months Six~~the ~~months ended~~first ~~June~~quarter ~~30 ended~~of ~~June~~2001, 30a 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 ~~2001 2000 2001 2000 ---------~~remaining term of the agreement. ~~-------- --------- -------- Net~~During ~~income,~~the ~~basic~~three and ~~diluted $6~~nine months ended September 30,~~642 $6~~ 2001,~~759~~ gains net of tax of $1288,~~322 $13,177 ========= ======== ========= ======== Average~~000 ~~shares~~and ~~outstanding 11~~$266,~~017 11,~~000 11,~~013 10~~ respectively,~~995 Effect~~ ofwere ~~dilutive~~recognized ~~securities 148 125 138 136~~in ~~--------- -------- --------- -------- Average~~earnings ~~shares~~(interest ~~outstanding~~income) ~~including dilutive~~related ~~securities 11,165 11,125 11,151 11,131 =========~~to the termination of this instrument. ~~======== ========= ========~~The second ~~Net~~instrument ~~income~~matured ~~per~~on ~~share~~February 27, ~~basic $0~~2001.~~60 $0.61 $1.12 $1.19 =========~~ ~~======== ========= ======== Net~~At ~~income~~September ~~per~~30, ~~share~~2001, ~~diluted $0~~the Company had no derivative instruments.~~59 $0.61 $1.11 $1.18~~ ~~========= ======== ========= ========~~

43. The ~~amortized~~following ~~cost~~table presents the numerators (net income) and ~~fair~~denominators ~~value~~(average ofshares outstanding) ~~securities~~for ~~available~~the basic and diluted net income per share computations for ~~sale~~the ~~are~~three ~~summarized~~and asnine months ~~follows:~~ended September 30. 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 months            Nine months
                                          Juneended September 30,     ended 2001      DecemberSeptember 31, 200030
                                                                                      -------------------  -   -------------------
                                            Amortized   Fair     Amortized   Fair
                                              Cost2001       2000        2001      Value      Cost      Value2000
                                                                                      ---------  --------  -   ---------  --------
    U.S.Net Treasuryincome, basic and U.S. government
      agencies                              diluted               $2065,593  642     $2076,629   331     $33617,133  964   $33719,114508
    Collateralized mortgage obligations      169,696                                          =========  =========   172,676    184,126   185,449=========  ========
    States
Average andshares political subdivisions         60outstanding                  11,394    63,555051     6211,663    65005      11,359
025    Corporate obligations                     3010,372    30,461     20,310    20,392998
    FederalEffect Reserveof anddilutive Federal Homesecurities                  161        137         146       136
      Loan Bank Stock                         22,892    22,892     21,998    21,998
                                                                                      ---------   ---------     ---------   ---------
                                            $489Average shares outstanding including
   dilutive securities                      11,947  $497212     11,213   $625142      11,230  $630171    11,312134
                                                                                      =========  =========   =========  ========

Net income per share, basic                  $0.51      $0.57       $1.63     $1.78
                                          =========  =========   =========  ========

Net income per share, diluted                $0.50      $0.57       $1.61     $1.75
                                          =========  =========   =========  ========

~~NOTES~~ 4. The TOamortized ~~UNAUDITED~~cost ~~CONSOLIDATED~~and ~~FINANCIAL~~fair ~~STATEMENTS-CONTINUED~~value of securities available for sale are summarized as follows:

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

                                                  September 30, 2001     December 31, 2000
In                                          --------------------   -------------------
                                          Amortized    Fair      Amortized   Fair
                                            Cost      Value        Cost      Value
                                          ---------  ---------   ---------  --------
U.S. thousandsTreasury and U.S. government
  agencies                                $153,820   $155,065    $336,133   $337,114
Collateralized mortgage obligations        160,484    163,651     184,126    185,449
States and political subdivisions           60,118     63,745      62,663     65,359
Corporate obligations                       43,648     43,731      20,310     20,392
Federal Reserve and Federal Home
  Loan Bank Stock                           23,241     23,241      21,998     21,998
                                          ---------  ---------   ---------  --------
                                          $441,311   $449,433    $625,230   $630,312
                                          =========  =========   =========  ========

JuneNOTES 30,TO 2001 DecemberUNAUDITED 31,CONSOLIDATED 2000 ------------------- ------------------- Amortized Fair Amortized Fair Cost Value Cost Value --------- -------- --------- -------- U.S.FINANCIAL Treasury and U.S. government agencies $2,524 $2,583 $2,525 $2,555 ========= ======== ========= ======== STATEMENTS-CONTINUED

5. ~~Activity~~The inamortized ~~the~~cost ~~allowance~~and ~~for~~fair ~~loan~~value ~~losses~~of ~~for~~securities ~~the~~held ~~six~~to ~~months~~maturity ~~ended~~are ~~June~~summarized ~~30,~~as ~~2001 and 2000~~ follows:

In thousands

                                                Six                                          September months
                                               ended30, June2001     December 3031, 2000
                                                                                      -------------------
                                              2001      2000
                                            -   --------  -----------
                                          Amortized    Balance, January 1                        $9,979    $9,854

    Loans charged-off                         (1,057)Fair      Amortized   (1,138)Fair
    Recoveries                                   302       129
                                            Cost      Value        Cost      Value
                                          ---------  --------
    Net loans charged-off                       (755)   (1,009)

    Provision for loan losses                    981     1,090
                                            ---------  --------
    Balance,U.S. JuneTreasury 30                         and U.S. government
  agencies                                  $102,205525     $2,585      $2,525    $92,935555
                                                                                      =========  =========   =========  ========

65. ~~Significant~~Activity ~~components~~in ofthe ~~other~~allowance ~~non-interest~~for ~~income~~loan ~~and~~losses ~~operating~~for ~~expenses~~the ~~are~~nine ~~set~~months ~~forth~~ended ~~below~~September 30, 2001 and 2000 follows:

In thousands

                                               Three                                              Nine months          Six months
                                                                                        ended JuneSeptember 30        ended June 30
                                                                                      -------------------  -------------------
                                                                                          2001      2000       2001      2000
                                                                                      ---------  --------  -
    Balance, January 1                      $9,979     $9,854

    Loans charged-off                       (1,785)    (2,261)
    Recoveries                                 431        219
                                          ---------  ---------

    OtherNet non-interestloans income:charged-off                   (1,354)    (2,042)
       Gains
    Provision onfor salesloan of real estate             $59      $127       $154      $442
       Other                                   losses                1,320     1,078701      2,237     2,221135
                                                                                      ---------  --------  ---------  --------
                                              $1,379    Balance, September 30                  $110,205326     $29,391    $2,663947
                                                                                      =========  ========  =========  ========

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

~~Three months Six months~~ ~~ended~~In June 30 ended June 30 ------------------- ------------------- 2001 2000 2001 2000 --------- -------- --------- -------- Other operating expenses: Advertising and marketing $426 $252 $820 $540 Operating supplies 320 320 715 638 Legal and professional fees 396 356 717 703 Taxes, other than income taxes 462 420 909 837 Other 1,555 1,316 2,987 2,760 --------- -------- --------- -------- $3,159 $2,664 $6,148 $5,478 ========= ======== ========= ======== thousands

NOTES                                             Three TOmonths            Nine UNAUDITEDmonths
                                          ended CONSOLIDATEDSeptember FINANCIAL30     ended STATEMENTSSeptember 30
                                          -CONTINUED-------------------   -------------------
                                            2001       2000        2001      2000
                                          ---------  ---------   ---------  --------

Other non-interest income:
 Gains on sales of real estate                  $1       $150        $155      $592
 Gains on dispositions of lease residuals       74      1,050         118     1,092
 Other                                       1,206      1,093       3,399     3,272
                                          ---------  ---------   ---------  --------
                                            $1,281     $2,293      $3,672    $4,956
                                          =========  =========   =========  ========

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

                                                      Three months           Nine months
In                                           ended thousandsSeptember 30     ended September 30
                                          --------------------   -------------------
                                              2001     2000        2001      2000
                                          ---------  ---------   ---------  --------

Other operating expenses:
 Advertising and marketing                    $324       $254      $1,144      $794
 Operating supplies                            340        346       1,055       984
 Legal and professional fees                   382        422       1,099     1,125
 Taxes, other than income taxes                482        422       1,391     1,259
 Other                                       1,444      1,399       4,431     4,159
                                          ---------  ---------   ---------  --------
                                            $2,972     $2,843      $9,120    $8,321
                                          =========  =========   =========  ========

ThreeNOTES months SixTO months endedUNAUDITED JuneCONSOLIDATED 30 endedFINANCIAL June 30 STATEMENTS------------------- ------------------- 2001 2000 2001 2000 --------- -------- --------- -------- Net interest income Banking $15,399 $16,348 $30,535 $31,934 Gift certificate subsidiary 989 1,021 2,520 2,237 Other 48 127 125 299 --------- -------- --------- -------- Total $16,436 $17,496 $33,180 $34,470 ========= ======== ========= ======== Non-interest income Banking $5,342 $3,600 $8,882 $7,444 Gift certificate subsidiary 1,190 598 1,951 1,147 Other (a) 2,068 1,861 3,896 3,733 Eliminations (a) (2,007) (1,857) (3,837) (3,715) --------- -------- --------- -------- Total $6,593 $4,202 $10,892 $8,609 ========= ======== ========= ======== Net Income Banking $5,446 $6,045 $10,033 $11,499 Gift certificate subsidiary 1,032 649 2,171 1,470 Other 164 65 118 208 --------- -------- --------- -------- Total $6,642 $6,759 $12,322 $13,177 ========= ======== ========= ======== Assets as of June 30 2001 2000 ------------ ------------ Banking $1,687,950 $1,553,083 Gift certificate subsidiary 85,086 68,036 Other 9,019 11,543 Eliminations (15,570) (9,274) ------------ ------------ Total $1,766,485 $1,623,388 ============ ============ CONTINUED

~~(a)~~7. Cash ~~Data~~Flows ~~processing~~- For ~~revenues~~purposes of the consolidated statements of cash flows, ~~for~~cash ~~services~~and ~~provided~~cash toequivalents ~~the~~include ~~banking~~cash ~~segment~~on hand, amounts due from banks, federal funds sold and ~~certain~~securities purchased under agreements to resell. ~~other~~Certain ~~operating~~activities ~~areas~~of bythe Company, such as the ~~data~~acquisition ~~processing~~of ~~subsidiary~~property in exchange for release of indebtedness, do not result in cash receipts or payments and, therefore, are ~~eliminated~~not presented in the consolidated ~~statement statement~~statements of ~~income~~cash flows.

During the nine months ended September 30, 2001 and 2000, cash paid for income taxes amounted to $4.4 million and $7.9 million, respectively, and cash paid for interest was $48 million and $44 million, respectively.

8. Selected financial information by business segment for September 2001 and 2000 follows:

In thousands

                                             Three months            Nine months
                                          ended September 30     ended September 30
                                          --------------------   -------------------
                                            2001       2000        2001      2000
                                          ---------  ---------   ---------  --------
Net interest income
   Banking                                 $15,463    $15,696     $45,998   $47,627
   Gift certificate subsidiary                 795      1,005       3,315     3,242
   Other                                        37        108         162       410
                                          ---------  ---------   ---------  --------
      Total                                $16,295    $16,809     $49,475   $51,279
                                          =========  =========   =========  ========

Non-interest income
   Banking                                  $4,547     $4,826     $13,429   $12,270
   Gift certificate subsidiary                 707        306       2,658     1,453
   Other (a)                                 2,135      1,702       6,031     5,435
   Eliminations (a)                         (2,136)    (1,606)     (5,973)   (5,321)
                                          ---------  ---------   ---------  --------
      Total                                 $5,253     $5,228     $16,145   $13,837
                                          =========  =========   =========  ========

Net Income
   Banking                                  $4,902     $5,775     $14,935   $17,271
   Gift certificate subsidiary                 621        448       2,792     1,918
   Other                                       119        108         237       319
                                          ---------  ---------   ---------  --------
      Total                                 $5,642     $6,331     $17,964   $19,508
                                          =========  =========   =========  ========

Assets as of September 30                                     2001          2000
                                                          ------------  ------------
   Banking                                                 $1,694,680    $1,500,585
   Gift certificate subsidiary                                 79,255        63,567
   Other                                                        7,739        11,535
   Eliminations                                               (24,506)      (15,628)
                                                          ------------  ------------
      Total                                                $1,757,168    $1,560,059
                                                          ============  ============

(a) Data processing revenues, for services provided to the banking segment and certain other operating areas by the data processing subsidiary, are eliminated in the consolidated 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~~ nine months ended September ~~June~~ 30, 2001, and compares those periods with the same periods of the previous year. In addition, the discussion describes the significant changes in in the financial condition of the Company at ~~June~~ September 30, 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 three months ended September ~~June~~ 30, 2001 aswas $65.642 million or $0.5950 per share on a diluted basis compared to $6.~~759~~ 331 million or $0.6157 per share on a ~~diluted~~ diluted basis for the three months ended ~~June~~ September 30, 2000. Net income for the ~~six~~nine months ended ~~June~~ September 30, 2001 was $1217.~~322~~ 964 million or $1.1161 per share on a diluted ~~basis~~ basis compared to $1319.~~177~~ 508 million or $1.1875 per share on a diluted basis for the ~~six~~ nine months ended ~~June~~September 30, 2000.

On a diluted per share basis, net income for the three months ended ~~June~~ September 30, 2001, decreased 3 12.3% compared to the three months ended September ~~June~~ 30, 2000. For the ~~six~~nine months ended September ~~June~~ 30, 2001, diluted net income per share ~~decreased 5.9%, compared to the first six months of 2000.~~ ~~Excluding unusual gains and expenses in each period, discussed below, net income in the second quarter of 2001~~ decreased 9 8.90% ~~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~~nine months of 2000.

~~Net income for the three and six month periods ended June 30, 2001, and 2000 includes~~ Excluding unusual gains and expenses. Inin ~~2001,~~each ~~the Company recognized gains on sales of real estate of $59~~period,~~000 for the second quarter and $154~~ discussed below,~~000~~ net ~~for~~income ~~the six-month period. Securities gains of $1.502 million were recognized~~ in the ~~second~~ third quarter of 2001 increased 10.6% compared ~~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~~quarter ~~fourth~~of ~~quarters.~~2000 ~~Litigation settlement~~and ~~reserve~~net ~~expenses~~income ~~associated~~for ~~with~~ the ~~previously~~nine ~~reported~~months ~~Kentucky Central~~ended September ~~lawsuit were $600~~30,~~000~~ ~~in the second quarter of~~ 2001, ~~and $~~ decreased 1.25% ~~million for~~compared to the ~~six-month~~first ~~period.~~nine ~~Gains~~months ~~on sales~~ of ~~real estate in the second quarter and six-month period in~~ 2000 ~~were $127,000 and $442,000 respectively~~.

Net income for the three and nine month periods ended September 30, 2001, and 2000 includes unusual gains and expenses. In 2001, MidAmerica recognized gains on sales of real estate of $1,000 for the third quarter and $155,000 for the nine-month period. Also, security gains of $1.502 million were recognized for the nine-month period. Litigation settlement reserve expenses associated with the previously reported Kentucky Central lawsuit were $600,000 in the third quarter and $1.8 million for the nine-month period. In 2000, MidAmerica recognized gains on sales of real estate of $150,000 for the third quarter and $592,000 for the nine month period. Also, in the third quarter of 2000, there was a gain from the sale of leased equipment in excess of residual value of $1.050 million and a gain on the sale of the life insurance subsidiary’s insurance base of $153,000.

NET INTEREST INCOME

Net interest income is the difference between interest earned on earning assets and ~~interest~~ interest expensed on interest bearing liabilities. The net interest spread is the difference between the average rate of interest earned on earning assets and the average rate of interest expensed on interest bearing liabilities. The net yield on earning assets (interest margin) is net interest income divided by ~~average~~ average earning assets. The following table summarizes the above for the three and ~~six~~nine months ended ~~June~~September 30, 2001 and 2000.

Dollars in thousands

                              Three Months Ended           SixNine Months Ended
                                    June                                 September 30                     June                 September 30
                          ---------------------------  --------------------------
                                  2001          2000          2001          2000
                          ------------- -------------  ------------  ------------
Total interest income          $3129,799649       $32,420115       $6494,909558       $6396,979094
Tax equivalent adjustment          438408           415           880           828436         1,288         1,264
                          ------------- -------------  ------------  ------------
Tax equivalent
 interest income                3230,237057        32,835551        6595,789846        6497,807358
Total interest expense          1513,363354        1415,924306        3145,729083        2944,509815
                          ------------- -------------  ------------  ------------
Tax equivalent net
 net interest income           $16,874703       $17,911245       $3450,060763       $3552,298543
                          ============= =============  ============  ============
Average rate on
 earning assets                  7.5110%         8.5762%         7.8359%         8.3543%
Average rate on interest
 bearing liabilities             43.4894%         45.9217%         4.7950%         4.8193%
Net interest spread,
 annualized                      3.0316%         3.6545%         3.0409%         3.5450%
Net interest margin,
 annualized                      3.9394%         4.6756%         4.0602%         4.55%

Average earning assets      $1,729687,759700    $1,534497,353889    $1,700696,564229    $1,555536,375073
Average interest bearing
 liabilities                $1,376345,443593    $1,219176,483883    $1,336339,193361    $1,234215,737311

Net interest income on a tax equivalent basis decreased $~~1.037 million~~542,000, or 53.81%, for the quarter and $1.~~238~~780 million, or 3.54%, for the ~~six~~nine-month period. The declines in net interest income for the quarter and ~~six~~nine-month period are primarily attributable to the rapid decline in interest rates in 2001. From ~~Since~~ the beginning of 2001 through September 30, 2001, the Federal Reserve has reduced the federal funds interest rate ~~six~~ eight times by a total of ~~275~~350 basis points (23.7550%). The net interest margin for the ~~second~~ third quarter of 2001, compared to the same period in 2000, declined 7462 basis points, to 3.9394%, and for the ~~six~~nine-month period ended ~~June~~September 30, 2001 , compared to the same period in 2000, declined 4953 basis points, to 4.0602%. The decline in the 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, 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. Partially offsetting the negative impact of declining interest rates were the benefits associated with increases in average earning assets of $~~195~~ 190 million, or 12.7%, for the quarter and $~~145~~160 million, or 910.34%, for the ~~six~~nine-month period. ~~Management~~Considering ~~anticipates~~the ~~that~~October ~~the~~2, ~~net~~2001, interest ~~margin~~rate ~~and~~reduction, ~~net~~expected ~~interest~~loan growth ~~income~~and seasonal ~~will~~increases bein ~~favorably~~gift ~~impacted~~certificates inoutstanding, ~~the~~net ~~third~~interest ~~quarter~~income byin the ~~repricing~~fourth quarter of ~~maturing~~ ~~time~~2001 ~~deposits~~is atexpected ~~lower~~to ~~rates~~increase 1% ~~and~~to ~~the~~2% ~~effects~~over ofthe ~~using~~third ~~assets~~quarter ~~currently invested~~of in2001 ~~lower~~level ~~yielding~~of ~~short-term~~net ~~investments~~interest ~~to fund commercial loan growth~~income.

ALLOWANCE FOR LOAN LOSSES AND PROVISION FOR LOAN LOSSES

The allowance for loan losses is maintained at a level adequate to absorb estimated probable credit losses in the loan portfolio, considering nonperforming loans and overall economic conditions. In evaluating the allowance for loan losses ~~management~~ 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~~September 30, 2001.

The allowance for loan losses was $10.~~205~~326 million, or 0.9091% of loans, as of ~~June~~September 30, 2001, compared to $9.979 million, or 0.94% of loans, at December 31, 2000. The allowance for loan losses was ~~150~~152% of non -performing loans at ~~June~~September 30, 2001, compared to 98% at December 31, 2000. Net loans charged off were $~~514~~599,000 in the ~~second~~ third quarter of 2001 and $~~755,000~~1.354 million for the nine ~~six~~ months ended ~~June~~September 30, 2001, compared to $~~456,000~~1.033 million in the ~~second~~third quarter of 2000 and $12.~~009~~042 million for the ~~six~~ ~~months~~nine months ended ~~June~~September 30, 2000. Net loans charged off related to indirect automobile lending activities were $~~332~~301,000 for the ~~second~~third quarter of 2001 and $~~526~~827,000 for the ~~six~~nine-month period ended ~~June~~September 30, 2001, compared to $~~417~~361,000 in the ~~second~~third quarter of 2000 and $~~933,000~~1.294 million for the ~~six~~nine-month period inended September 30, 2000. The ~~second~~ third quarter provision for loan losses in 2001 was $~~640~~720,000, compared to $~~515,000~~1.045 million in 2000. For the ~~six~~nine months ended ~~June~~September 30, 2001, the provision for loan losses was $~~981,000,~~1.701 million, compared to $12.~~090~~135 million for the same period in 2000. See “Nonperforming Loans and Assets”.

An analysis of the changes in the allowance for loan losses and selected ratios follows:

Dollars in thousands

                                                        Six                                                       Nine Months Ended
                                                             June                                                          September 30
                                                                                                         ------------------------
                                                       2001            2000
                                                     --------       --------
Balance at January 1                                   $9,979         $9,854

Loans charged off                                      (1,057785)        (12,138261)
Recoveries                                                302431            129219
                                                     --------       --------
  Net loans charged off                                                                  (7551,354)        (12,009042)
Provision for loan losses                                 981                                         1,090701          2,135
                                                     --------       --------
Balance JuneSeptember 30                                                                         $10,205326         $9,935947
                                                     ========       ========

Average loans, net of unearned income              $1,087103,449334     $1,057,776590
Provision for loan losses to average loans              0.0915%          0.1020%
Allowance for loan losses to average loans              0.94%          0.94%
Allowance for loan losses to period-end loans           0.9091%          0.9493%

NON-INTEREST INCOME AND OTHER OPERATING EXPENSES

The following table sets forth the major components of non-interest income and other operating expenses for the three and nine ~~six~~ months ended ~~June~~September 30, 2001 and 2000:

In thousands

                                                                                   Three Months Ended       Six    Nine Months Ended
                                                June                                        September 30                  June          September 30
                                        -----------------------  -----------------------
                                                                                          2001               2000               2001               2000
                                        -----------  ----------  --------  --- -----------
Non-Interest Income:
  Income from trust department                              $902        $750876       $1784    $2,695      571     $12,570354
  Service charges on deposit accounts        1      2,945       230      1,625        3550     5,562       3792      4,198748
  Gift certificate fees                        865         623                      866        1601     2,742       608      1,179780
  Security gains (losses)                                         --         --     1,502                   (1)       1,502          (1)
  Gains on sales of real estate                 59         127          154         442                1        150       155        592
  Other                                      Gains on dispositions of
    lease residuals                           74      1,320050       118      1,078        2092
  Other                                    1,237       2206      1,221093     3,399      3,272
                                        -----------  ----------  --------  --- -----------
Total non-interest income                                    $65,593      253     $45,202      228   $1016,892      145    $813,609837
                                        ===========  ==========  ========  === ===========
Other Operating Expenses:
  Salaries and employee benefits                      $78,844      079     $7,046      166   $1523,337     416    $1421,007173
  Occupancy expenses                           839         769                         885        1829     2,685       1570      2,634463
  Furniture and equipment expenses                    1,163       192      1,132        2160     3,345       2537      3,269429
  Provision for litigation 
    settlement           reserve                       600         ---             1,200800         ---
  reserve
  Advertising and marketing                    426         252          820         540                  324        254     1,144        794
  Operating supplies                           320         320          715         638                         340        346     1,055        984
  Legal and professional fees                  396         356          717         703                382        422     1,099      1,125
  Taxes-Bank, property and other               462         420          909         837             482        422     1,391      1,259
  Other                                                                          1,555       444      1,316        2399     4,987       2431      4,760159
                                        -----------  ----------  --------  --- -----------
Total other operating expenses                        $13,605     728    $11,611      998   $2640,715     443    $2335,388386
                                        ===========  ==========  ========  === ===========

Excluding the unusual gains previously discussed, non-interest income in the ~~second~~third quarter of 2001 increased $~~956,000,~~1.377 million, or 2335.5%, over the ~~second~~ third quarter of 2000 and non-interest income for the ~~six~~ nine months ended ~~June~~ September 30, 2001, increased $12.445 million,~~068,000,~~ or 1320.13%, over 2000. Trust ~~fees~~ ~~increased~~Department income increased $~~152~~92,000, or 2011.27%, for the quarter and $~~125~~217,000, or 7.9.2%, for ~~the~~ ~~six~~the nine-month period, as a result of additional assets under management. Deposit service charges increased $~~320~~680,000, or 1943.79%, for the quarter and increased $~~364~~1.044 million,~~000,~~ or 11 22.40%, for the ~~six~~ nine-month period, primarily as ~~the~~a result of a new overdraft program implemented ~~during~~in the second quarter of 2001. Gift certificate income increased $~~242~~265,000 in the ~~second~~third quarter and increased $~~563~~827,000 for the ~~six~~nine-~~month~~ month period, primarily as a result of service charges from an increased level of unredeemed items. Income ~~Fees~~ from ~~retail~~a ~~investment~~new bank-owned life insurance program initiated during ~~products~~the ~~introduced~~second quarter inof ~~December~~2001 ~~2000, were~~ was $~~117~~282,000 for the ~~second~~ quarter and $~~203~~413,000 for the ~~six~~ nine-month period ~~in 2001~~. ~~Income~~ Fees from retail investment products, introduced in aDecember 2000, were $77,000 ~~new~~for ~~bank-owned~~the ~~life~~third quarter ~~insurance~~and $280,000 ~~program~~for ~~initiated during~~ the nine-month period ~~second quarter~~in of 2001~~, was $130,000~~. Operating losses ~~Losses~~ on low-income housing joint ventures, included in other non-interest income, which are offset by related tax credits, increased $~~138~~162,000 for the quarter and $~~228~~390,000 for the ~~six~~nine-month period. .

Other operating expenses, excluding the previously discussed litigation expenses, increased $1.4130 million, or 129.04%, for the quarter and $23.1257 million, or 9.12%, for the ~~six~~nine-month period. The primary factors causing these expense increases were salary and benefits, which increased $~~798~~912,000, or 1112.37%, for the quarter and $12.3243 million, or 910.56%, for the ~~six~~nine-month period. These increases are attributed to the impact of normal salary increases, effective near the beginning of the second quarter, which ~~averaged~~ averaged 4.4%, higher staffing levels and increased costs of pension and health benefits. Staffing levels averaged 612 ~~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 96.18% for the quarter and 34.14% for the ~~six~~nine-month period with ~~increased~~ increased expenses for a replacement branch location, ~~and~~ the new Southern Indiana branch. and main office remodeling. Equipment expenses, impacted by Internet banking and check imaging, increased approximately 32.7% for the quarter and ~~six~~3.1% for the nine-month ~~periods~~period. Advertising and marketing expenses increased $~~174~~71,000 for the quarter and $~~280~~350,000 for the ~~six~~nine-month period, with the increased utilization of ~~media~~ media advertising in 2001 and ~~direct~~the ~~mail,~~expenses ~~and~~associated ~~promotion~~with ofsigning ~~the~~a ~~new~~sports ~~branch.~~celebrity ~~Other~~spokesperson ~~operating~~for future advertising. 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.

INCOME TAXES

The Company had income tax expense of $21.~~142~~ 458 million for the ~~second~~ third quarter of 2001 compared to $2.~~813~~ 663 million for the same period in 2000, which yielded effective tax rates of 2420.45% for 2001 and 29.46% for 2000. The year-to-date tax expense and ~~effective~~ effective tax rates were $45.~~054~~ 512 million and 2423.85% for 2001 and $58.~~424~~ 087 million and 29.23% 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.

FINANCIAL CONDITION

Average assets were $1.~~828~~ 798 billion for the ~~second~~ third quarter of 2001, an increase of $~~208~~ 178 million or ~~12.8~~11% compared to the fourth quarter of 2000. Actual total assets decreased approximately $3847 million from December 31, 2000 to ~~June~~September 30, 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 assets between the fourth quarter of 2000 and the ~~second~~third quarter of 2001, are increases in average loans of $5681 million, increases in average securities of $8114 million ~~and~~ 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~~81 million increase in average deposit balances, a $~~110~~67 million increase in average customer repurchase agreements and federal funds purchased and a $913 million increase in average advances from the Federal Home Loan Bank. During the ~~three~~ three and ~~six~~nine-month periods ended ~~June~~September 30, 2001, average earning assets increased approximately $~~195~~190 million and $~~145~~160 million respectively, compared to prior year ~~periods~~ periods.

NONPERFORMING LOANS AND ASSETS

A summary of non-performing loans and assets follows:

Dollars in thousands

                                           June                                       September 30     December 31
                                       --------------------------
                                                                                           2001          2000
                                       ------------  ------------
Loans accounted for on a
  non-accrual basis                         $3,780715        $2,149
Restructured loans                             777776           772
Loans contractually past
   due ninety days or more
   as to interest or principal
   payments                                  2,225300         7,313
                                       ------------  ------------
Total non-performing loans                   6,782791        10,234
Other real estate held for sale              86,174946         8,017
                                       ------------  ------------
Total non-performing assets                $1413,956737       $18,251
                                       ============  ============

Non-performing loans
   to total loans                            0.60%         0.97%
Non-performing assets
   to total assets                           0.8578%         1.01%
Allowance for loan losses
   to non-performing loans                    150152%           98%

Loans classified as impaired at ~~June~~ September 30, 2001 aggregated $6.07 06 million and included $1.79 85 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 indirect automobile loans past due 45 days or more.

As of ~~June~~ September 30, 2001 and December 31, 2000, the Company had $1913.3 8 million and $16.5 million, respectively, of loans which were not included in the past due, non-accrual or restructured categories, but for which known information about possible credit problems caused management to have doubts as to the ability of the borrowers to comply with the present loan repayment terms. Based on management’s evaluation, including current market conditions, cash flow generated and appraisals, no significant losses are anticipated in connection with these loans. These loans are subject to continuing management attention and ~~are~~ are considered in determining the level of the allowance for loan losses.

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"”

Other real estate held for sale aggregated $86.29 million at ~~June~~September 30, 2001 and was principally comprised of a completed condominium project acquired in settlement of loans in November 1997. The condominium project, which had 35 unsold units at the time of acquisition, now involves 2520 completed and readily marketable units and 7.5 acres of adjacent developed land. ~~This~~Five ~~riverfront~~units ~~development~~were sold during 2001. This riverfront development had a ~~carrying~~ carrying value of $65.32 million on ~~June~~September 30, 2001. Ten ~~Eight~~ units are under contract for sale as of ~~July~~September 2730, 2001.

LIQUIDITY

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.

The parent Company's liquidity depends primarily on the dividends paid to it as the sole shareholder of Bank of Louisville. The Bank paid $34.0 million of dividends to the Company during the ~~six~~nine months ended ~~June~~September 30, 2001.

CAPITAL RESOURCES

At ~~June~~September 30, 2001, shareholders' equity totaled $~~187~~191.4 5 million, an increase of $913.01 million since December 31, 2000. Net income of $1217.3 9 million after cash dividends of $57.39 million provided $710.0 million of the increase. Proceeds and tax benefits from stock options exercised added $~~166~~730,000 to shareholders' ’ equity in 2001. Changes in other comprehensive income increased shareholders'’ equity $12.~~870~~338 million for the ~~six~~nine months ended ~~June~~September 30, 2001.

The Company's capital ratios exceed minimum and "“well capitalized"” regulatory requirements and are as follows:

                                                                        Company            Company                                          Well
                                     June                                September 30     December 31         Minimum         Capitalized
                                                                            2001                  2000       Required            Minimum
                                 -------------  ------------  ----------- -  ------------
Leverage Ratio                                                  10.36%                10.8%                 4.00%                5.00%
Tier I risk based capital ratio                13.35%                13.8%                 4.00%                6.00%
Total risk based capital ratio                  14.13%                14.6%                 8.00%              10.00%

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The table 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~~ interest income over the next twelve months. The impact of the rate movement was simulated as if rates changed immediately from ~~June~~September 30, 2001 levels, and remained constant at those levels thereafter. Management continually ~~evaluates~~ 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.

                                                                                         Movement in interest rates from
                                                  June                                                September 30, 2001 rates
                                   -------------------------------------------------

                                           Increase                  Decrease
                                        +50bp      +100bp         -50bp      -100bp
                                   -----------  ----------    ----------  ----------
Net interest income
 decrease (in 1000's)                  $3,696258      $4,606        317          $1,183679       ($164712)

Net income per
 share decrease                         $0.2119       $0.2725         $0.0704      ($0.0104)

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

As previously reported, in November 2000, partial summary judgment was rendered against the Bank in a seven year old lawsuit resulting from the collapse of Kentucky Central Insurance Company that involved certain real estate loans. Kentucky Central Life Ins. Co. in Liquidation, George Nichols, III Liquidator v Mid-America Bank of Louisville and Trust Company, No. 93-CI01967-AP 011 Franklin (KY) Circuit Court. The parties have agreed to attempt to reach a settlement through mediation that is scheduled for ~~September~~November 2001. There were no other significant developments in the litigation during the ~~second~~third quarter of 2001.

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 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 There were no reports filed on Form 8-K during the ~~second~~third 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: August 10, 2001	By:/s/ Steven Small
Date: November 2, 2001	By:/s/ Steven Small
	Steven Small
	Treasurer
Date: August 10, 2001	By:/s/ Rick Guillaume
Date: November 2, 2001	By:/s/ Rick Guillaume
	R.K. Guillaume
	Chief Executive Officer

Filing Compare · MID AMERICA BANCORP/KY/