MIDLAND CAPITAL HOLDINGS CORP
8-A12B, 1998-07-27
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                                    FORM 8-A

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                     PURSUANT TO SECTION 12(b) OR (g) OF THE
                         SECURITIES EXCHANGE ACT OF 1934


                      Midland Capital Holdings Corporation
- --------------------------------------------------------------------------------

             (Exact name of registrant as specified in its charter)


         Delaware                                            36-4238089
- --------------------------------------------------------------------------------
(State of incorporation or organization)                 (I.R.S. Employer
                                                         Identification No.)

8929 South Harlem Avenue, Bridgeview, Illinois                60455
- --------------------------------------------------------------------------------
(Address of principal executive offices)                   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the act: None

   If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A.(c)(1), please check the
following box. [ ]

   If this Form relates to the registration of a class of debt securities and is
to  become  effective  simultaneously  with the  effectiveness  of a  concurrent
registration  statement  under the  Securities  Act of 1933  pursuant to General
Instruction A.(c)(2), please check the following box. [ ]

Securities to be registered pursuant to Section 12(g) of the Act:

                      Common Stock par value $.01 per share
- --------------------------------------------------------------------------------
                                (Title of Class)
<PAGE>

Item 1.  Description of Registrant's Securities to be Registered.

         For a description of the  Registrant's  securities,  the information is
set forth under the  captions  "Comparison  of  Stockholders  Rights" and "Other
Restrictions on  Acquisitions of Stock" in the proxy statement  contained in the
Registrant's  Registration Statement on Form S-4 (Registration Number 333-57399)
dated June 22, 1998 which is hereby incorporated by reference.

Item 2.  Exhibits.

         1.       Certificate  of  Incorporation,  filed as  Exhibit  3.1 to the
                  Registration   Statement  on  Form  S-4  (Registration  Number
                  333-57399)  dated  June 22,  1998 is  hereby  incorporated  by
                  reference.

         2.       Bylaws, filed as Exhibit 3.2 to the Registration  Statement on
                  Form S-4  (Registration  Number 333-57399) dated June 22, 1998
                  is hereby incorporated by reference.

         3.       Specimen  Stock  Certificate,   filed  as  Exhibit  4  to  the
                  Registration   Statement  on  Form  S-4  (Registration  Number
                  333-57399)  dated  June 22,  1998 is  hereby  incorporated  by
                  reference.




<PAGE>



                                    SIGNATURE

         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                          MIDLAND CAPITAL HOLDINGS CORPORATION




Date: July 24, 1998                       By: /s/ Paul M. Zogas
                                              -----------------
                                              Paul M. Zogas, President and Chief
                                              Executive Officer



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